Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or Sections 79-4-1.01 et seq. provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.
Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.
If a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation or Sections 79-4-1.01 et seq. require a greater number of affirmative votes.
An amendment of articles of incorporation adding, changing or deleting a quorum or voting requirement for a voting group greater than specified in subsection (b) or (c) is governed by Section 79-4-7.27.
The election of directors is governed by Section 79-4-7.28.
Structure Mississippi Code
Title 79 - Corporations, Associations, and Partnerships
Chapter 4 - Mississippi Business Corporation Act
§ 79-4-7.20. Shareholders' list for meeting
§ 79-4-7.21. Voting entitlement of shares
§ 79-4-7.23. Shares held by nominees
§ 79-4-7.24. Corporation's acceptance of votes
§ 79-4-7.25. Quorum and voting requirements for voting groups
§ 79-4-7.26. Action by single and multiple voting groups
§ 79-4-7.27. Greater quorum or voting requirements
§ 79-4-7.28. Voting for directors; cumulative voting
§ 79-4-7.29. Appointment of election inspectors; duties of inspectors