CORPORATE QUORUM & VOTING RULES

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.