(a) One-third of the voting power, represented in person or
by proxy, shall constitute a quorum at a meeting of members, but,
subject to subdivisions (b) and (c), a bylaw may set a different
quorum. Any bylaw amendment to increase the quorum may be adopted
only by approval of the members (Section 5034). If a quorum is
present, the affirmative vote of the majority of the voting power
represented at the meeting, entitled to vote, and voting on any
matter shall be the act of the members, unless the vote of a greater
number or voting by classes is required by this part or the articles
or bylaws.
(b) Where a bylaw authorizes a corporation to conduct a meeting
with a quorum of less than one-third of the voting power, then the
only matters that may be voted upon at any regular meeting actually
attended, in person or by proxy, by less than one-third of the voting
power are matters notice of the general nature of which was given,
pursuant to the first sentence of subdivision (a) of Section 5511.
(c) Subject to subdivision (b), the members present at a duly
called or held meeting at which a quorum is present may continue to
transact business until adjournment notwithstanding the withdrawal of
enough members to leave less than a quorum, if any action taken
(other than adjournment) is approved by at least a majority of the
members required to constitute a quorum or, if required by this
division or the articles or the bylaws, the vote of a greater number
or voting by classes.
(d) In the absence of a quorum, any meeting of members may be
adjourned from time to time by the vote of a majority of the votes
represented either in person or by proxy, but no other business may
be transacted, except as provided in subdivision (c).