This document summarizes corporate quorum and voting rules for directors and shareholders. For directors, a majority is needed for a quorum unless otherwise specified. An affirmative majority vote of directors present is needed to take action. For shareholders, a quorum requires a majority of votes in the voting group. Actions are approved if votes cast in favor exceed votes against, unless articles specify otherwise. Both directors and shareholders can abstain from voting.
This document summarizes corporate quorum and voting rules for directors and shareholders. For directors, a majority is needed for a quorum unless otherwise specified. An affirmative majority vote of directors present is needed to take action. For shareholders, a quorum requires a majority of votes in the voting group. Actions are approved if votes cast in favor exceed votes against, unless articles specify otherwise. Both directors and shareholders can abstain from voting.
This document summarizes corporate quorum and voting rules for directors and shareholders. For directors, a majority is needed for a quorum unless otherwise specified. An affirmative majority vote of directors present is needed to take action. For shareholders, a quorum requires a majority of votes in the voting group. Actions are approved if votes cast in favor exceed votes against, unless articles specify otherwise. Both directors and shareholders can abstain from voting.
DIRECTORS SHAREHOLDERS Meetin MBCA 8.20 allows for regular or special meetings which may be gs
Annual- MBCA 7.01, as
provided in bylaws
Unanimous written consent for
director election in lieu of meeting if Articles allow for cumulative voting. MBCA 7.01 (a)
Special 2 or more days notice required of
date, time and place but not Meetin purpose MBCA 8.22 gs
MBCA 7.02: who, where, what,
BUT only business stated in notice may be conducted
Consent actions allowed under
No MBCA 8.21 Meetin gs
MBCA 7.04: only if action taken
by all of shareholders entitled to vote on that action via written consent
Meetin None required unless
Articles/Bylaws specify otherwise g notice
MBCA 7.05 (annual & special):
not less than 10 days and not more than 60 days before meeting date-no purpose required for annual; purpose required for special
MBCA 7.07 Record Date: not
more than 70 days before meeting
conducted by any means that
allow for all participating directors to simultaneously hear each other.
Quoru m
Majority of fixed number of
directors unless otherwise specified in Articles/bylaws but in any event, no fewer than 1/3 days
Unless Articles provide
otherwise, quorum = a majority of votes entitled to be cast by voting group; quorum cannot be broken MBCA 7.25
Voting
If quorum exists when vote taken,
affirmative vote of Majority of directors present = action of the board unless Articles/bylaws requires more.
If quorum exists, votes cast in
favor within voting group exceeding votes cast against = action on the item unless Articles say otherwise MBCA 7.25(c).
Directors may abstain, vote yes/no.
To abstain/dissent, must not vote
in favor as noted in minutes AND object at beginning of meeting /deliver written notice of abstention to corporation during meeting/immediately thereafter MBCA 8.24
When electing directors, see
MBCA 7.28 (plurality unless allowed to cumulate votes); when amending Articles or changing voting rules, see MBCA 7.27; voting trusts, shareholder agreements & proxies allowed.