Voting

Question 1

Issues for shareholder voting

Answer 1

-Election of directors
-Mergers
-Share exchanges
-Amendments to articles of incorporation
-sales or all or almost all assets
-Dissolution

Question 2

Quorum requirement for voting

Answer 2

For vote to be effective, quorum of SHARES (NOT shareholders) must be represented in person or via proxy at meeting

Question 3

How many shares must be present for quorum?

Answer 3

MAJORITY (half +1) of OUTSTANDING SHARES must be present at START OF MEETING

Question 4

Necessary quorum vote

Answer 4

If a quorum is present, a share vote is effective if votes cast IN FAVOR of proposal exceed votes cast AGAINST

(don’t care about abstention)

Question 5

If a director was elected by a particular voting class of stock, who can remove him?

Answer 5

ONLY that same voting class