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Subject to the provisions of this subtitle in respect of the vote that shall be required for a specified action, the certificate of incorporation or bylaws of any corporation authorized to issue stock may specify the number of shares and/or the amount of other securities having voting power the holders of which shall be present or represented by proxy at any meeting in order to constitute a quorum for, and the votes that shall be necessary for, the transaction of any business. In no event shall a quorum consist of less than one-third (⅓) of the shares entitled to vote at the meeting, except that, where a separate vote by a class or series or classes or series is required, a quorum shall consist of not less than one-third (⅓) of the shares of such class or series or classes or series. In the absence of such specification in the certificate of incorporation or bylaws of the corporation:\n(a) A majority of the shares entitled to vote, whose holders are present in person or represented by proxy, shall constitute a quorum at a meeting of stockholders;\n(b) in all matters other than the election of directors, the affirmative vote of the majority of shares present in person or

esented by proxy, shall constitute a quorum at a meeting of stockholders;\n(b) 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 shall be the act of the stockholders;\n(c) directors shall be elected by a majority 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, and\n(d) where a separate vote by a class or series or classes or series is required, a majority of the outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to vote on that matter and the affirmative vote of the majority of shares of such class or series or classes or series present in person or represented by proxy at the meeting shall be the act of such class or series or classes or series.\nHistory —Dec. 16, 2009, No. 164, § 7.06.