West Virginia Code § 31D-7-725

Quorum and voting requirements for voting groups
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(a) Shares entitled to vote as a separate voting group may take action on a matter at a
meeting only if a quorum of those shares exists with respect to that matter. Unless the
articles of incorporation or this chapter provide otherwise, a majority of the votes entitled to
be cast on the matter by the voting group constitutes a quorum of that voting group for
action on that matter. e
(b) Once a share is represented for any purpose at a meeting, it is deemed present for
quorum purposes for the remainder of the meeting and for any adjournment of that meeting
unless a new record date is or must be set for that adjourned meueting.
(c) If a quorum exists, action on a matter, other than the election of directors, by a voting
group is approved if the votes cast within the voting group favoring the action exceed the
votes cast opposing the action unless the articles of incorporation or this chapter require a
greater number of affirmative votes.
(d) An amendment of articles of incorporations adding, changing or deleting a quorum or
voting requirement for a voting group greater than specified in subsection (a) or (c) of this
section is governed by section seven hundired twenty-seven of this article.
(e) The election of directors is governed by section seven hundred twenty-eight of this
article.

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