§2302. Definition of minimum vote.

(a) General rule.--As used in this chapter, the term "minimum vote" as applied to corporate action means that:

(1) The holders of shares of every class shall be entitled to vote on the corporate action regardless of any limitations stated in the articles or bylaws on the voting rights of any class.

(2) The corporate action must be approved by vote of the shareholders of each class entitled to cast at least two-thirds of the votes that all shareholders of the class are entitled to cast thereon.

(b) Increased vote requirements.--The bylaws of a statutory close corporation adopted by the shareholders may provide that on any corporate action subject to the minimum vote requirement of subsection (a) a vote greater than two-thirds or a vote of all shares of any class shall be required. If the bylaws contain such a provision, that provision shall not be amended, repealed or modified by any vote less than that required to effect such corporation action.

Notation

Cross References.  Section 2302 is referred to in section 1504 of this title.