Bylaw Increasing Quorum or Voting Requirement for Directors or Requiring a Meeting Place.

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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for the board of directors or that requires a meeting of stockholders to be held at a place may be amended or repealed: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that increases a quorum or voting requirement for the board of directors may provide that it can be amended or repealed only by a specified vote of either the stockholders or the board of directors.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 action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.

(Act 2019-94, §1.)


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