10A-2-7.27
Section 10A-2-7.27 Greater quorum or voting requirements. REPEALED IN THE 2019 REGULAR
SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) The articles of incorporation may provide for a greater quorum or voting requirement for
shareholders, or voting groups of shareholders, than is provided for by this title or this
chapter. (b) An amendment to the articles of incorporation that adds, changes, or deletes
a greater quorum or voting requirement must meet the same quorum requirement and be adopted
by the same vote and voting groups required to take action under the quorum and voting requirements
then in effect or proposed to be adopted, whichever is greater. (Acts 1994, No. 94-245, p.
343, §1; §10-2B-7.27; amended and renumbered by Act 2009-513, p. 967, §110.)...
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10A-2-10.21
Section 10A-2-10.21 Bylaw increasing quorum or voting requirement for shareholders.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT
IN THE CURRENT CODE SUPPLEMENT. (a) If authorized by the articles of incorporation, the shareholders
may adopt or amend a bylaw that fixes a greater quorum or voting requirement for shareholders,
or voting groups of shareholders, than is required by this chapter. The adoption or amendment
of a bylaw that adds, changes, or deletes a greater quorum or voting requirement for shareholders
must meet the same quorum requirement and be adopted by the same vote and voting groups required
to take action under the quorum and voting requirement then in effect or proposed to be adopted,
whichever is greater. (b) A bylaw that fixes a greater quorum or voting requirement for shareholders
under subsection (a) may not be adopted, amended, or repealed by the board of directors. (Acts
1994, No. 94-245, p. 343, §1; §10-2B-10.21;...
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10A-2-8.25
Section 10A-2-8.25 Committees. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Unless the articles of incorporation
or bylaws provide otherwise, a board of directors may create one or more committees and appoint
members of the board of directors to serve on them. Each committee may have one or more members,
who serve at the pleasure of the board of directors. (b) The creation of a committee and appointment
of members to it must be approved by the greater of (1) a majority of all the directors in
office when the action is taken or (2) the number of directors required by the articles of
incorporation or bylaws to take action under Section 10A-2-8.24. (c) Sections 10A-2-8.20
through 10A-2-8.24, which govern meetings, action without meetings, notice and waiver of notice,
and quorum and voting requirements of the board of directors, apply to committees and their
members as well. (d) To the extent specified by the...
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10A-2-10.22
Section 10A-2-10.22 Bylaw increasing quorum or voting requirement for directors. REPEALED
IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. (a) A bylaw that fixes a greater quorum or voting requirement for the board
of directors may be amended or repealed: (1) If originally adopted by the shareholders, only
by the shareholders; (2) If originally adopted by the board of directors, either by the shareholders
or by the board of directors. (b) A bylaw adopted or amended by the shareholders that fixes
a greater quorum or voting requirement for the board of directors may provide that it may
be amended or repealed only by a specified vote of either the shareholders or the board of
directors. (c) Action by the board of directors under subsection (a)(2) to adopt or amend
a bylaw that changes the quorum or voting requirement for the board of directors must meet
the same quorum requirement and be adopted by the same vote required to...
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10A-2-14.02
Section 10A-2-14.02 Dissolution by board of directors and shareholders. REPEALED IN
THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. (a) A corporation's board of directors may propose dissolution for submission
to the shareholders. (b) For a proposal to dissolve to be adopted: (1) The board of directors
must recommend dissolution to the shareholders unless the board of directors determines that
because of conflict of interest or other special circumstances it should make no recommendation
and communicates the basis for its determination to the shareholders; and (2) The shareholders
entitled to vote must approve the proposal to dissolve as provided in subsection (e). (c)
Subject to the corporation's articles of incorporation, the board of directors may condition
its submission of the proposal for dissolution on any basis, except that the board of directors
may not decrease the vote required for approval under subsection (e)....
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10A-2-10.03
Section 10A-2-10.03 Amendment by board of directors and shareholders. REPEALED IN THE
2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. (a) A corporation's board of directors may propose one or more amendments
to the articles of incorporation for submission to the shareholders. (b) For the amendments
to be adopted: (1) The board of directors must recommend the amendment to the shareholders
unless the board of directors determines that because of conflict of interest or other special
circumstances it should make no recommendation and communicates the basis for its determination
to the shareholders with the amendment; and (2) The shareholders entitled to vote on the amendment
must approve the amendment as provided in subsection (e). (c) Subject to the corporation's
articles of incorporation, the board of directors may condition its submission of the proposed
amendment on any basis, except that the board of directors may not...
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10A-2-8.24
Section 10A-2-8.24 Quorum and voting. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Unless the articles
of incorporation or bylaws require a greater number, a quorum of a board of directors consists
of: (1) A majority of the fixed number of directors if the corporation has a fixed board size;
or (2) A majority of the fixed number of directors prescribed, or if no number is prescribed
the number in office immediately before the meeting begins, if the corporation has a variable-range
size board. (b) The articles of incorporation or bylaws may authorize a quorum of a board
of directors to consist of no fewer than one-third of the fixed or prescribed number of directors
determined under subsection (a). (c) If a quorum is present when a vote is taken, the affirmative
vote of a majority of directors present is the act of the board of directors unless the articles
of incorporation or bylaws require the vote of a...
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10A-2-7.28
Section 10A-2-7.28 Voting for directors; cumulative voting. REPEALED IN THE 2019 REGULAR
SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Unless otherwise provided in the articles of incorporation, directors are elected by a
majority of the votes cast by the shares entitled to vote in the election at a meeting at
which a quorum is present when the vote is taken. (b) Shareholders do not have a right to
cumulate their votes for directors unless the articles of incorporation so provide. (c) A
statement included in the articles of incorporation that "[all] [a designated voting
group of] shareholders are entitled to cumulate their votes for directors," or words
of similar import, means that the shareholders designated are entitled to multiply the number
of votes they are entitled to cast by the number of directors for whom they are entitled to
vote and cast the product for a single candidate or distribute the product among two or more...

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10A-2-7.25
Section 10A-2-7.25 Quorum and voting requirements for voting groups. REPEALED IN THE
2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. (a) 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 this chapter 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, but in no event shall a quorum consist of less than one-third
of the votes entitled to be cast on the matter by the voting group. (b) Once a share is represented
for any purpose at a meeting, it is, unless established to the contrary, presumed present
for quorum purposes for the remainder of the meeting. (c) If a quorum is present when a vote
is taken, action on a matter, other than the election of directors, by a voting...
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10A-2A-10.21
Section 10A-2A-10.21 Bylaw increasing quorum or voting requirement for directors or
requiring a meeting place. (a) A bylaw that increases a quorum or voting requirement for the
board of directors or that requires a meeting of stockholders to be held at a place may be
amended or repealed: (1) if originally adopted by the stockholders, only by the stockholders,
unless the bylaw otherwise provides; or (2) if adopted by the board of directors, either by
the stockholders or by the board of directors. (b) A bylaw adopted or amended by the stockholders
that increases a quorum or voting requirement for the board of directors may provide that
it can be amended or repealed only by a specified vote of either the stockholders or the board
of directors. (c) Action by the board of directors under subsection (a) to amend or repeal
a bylaw that changes a quorum or voting requirement for the board of directors shall meet
the same quorum requirement and be adopted by the same vote required to take...
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