(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 (?) 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.

Terms Used In Rhode Island General Laws 7-1.2-705

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Articles of incorporation: means the original or restated articles of incorporation and all of their amendments including agreements of merger. See Rhode Island General Laws 7-1.2-106
  • Person: means an individual or an entity. See Rhode Island General Laws 7-1.2-106
  • Quorum: The number of legislators that must be present to do business.
  • Shares: means the units into which the proprietary interests in a corporation are divided. See Rhode Island General Laws 7-1.2-106

(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.