§ 7-1.2-705. Quorum of shareholders required for shareholders’ action.
(a) Unless otherwise provided in the articles of incorporation or bylaws, a majority of the shares entitled to vote, represented in person or by proxy, constitutes a quorum at a meeting of shareholders, but in no event does a quorum consist of less than one-third (⅓) of the shares entitled to vote at the meeting. If a quorum is present, unless the vote of a greater number or voting by classes is required by this chapter or the articles of incorporation or bylaws, in all matters other than the election of directors, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter is the act of the shareholders.
(b) Directors are elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. No amendment to the bylaws made by the board of directors pursuant to § 7-1.2-203 may require a greater number or voting by classes.
History of Section.P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.
Structure Rhode Island General Laws
Title 7 - Corporations, Associations and Partnerships
Chapter 7-1.2 - Rhode Island Business Corporation Act
Section 7-1.2-701. - Meetings of shareholders.
Section 7-1.2-702. - Notice to shareholders.
Section 7-1.2-703. - Closing of transfer books and fixing record date.
Section 7-1.2-704. - Voting list.
Section 7-1.2-705. - Quorum of shareholders required for shareholders’ action.
Section 7-1.2-706. - Greater voting requirements.
Section 7-1.2-707. - Action by shareholders without a meeting.
Section 7-1.2-708. - Voting of shares.
Section 7-1.2-709. - Voting trusts and agreements among shareholders.
Section 7-1.2-710. - Voting and inspection rights of bondholders and debenture holders.