West Virginia Code § 31E-7-724

Quorum and voting requirements
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(a) Members entitled to vote on a matter may take action on the matter at a meeting only if a
quorum of those members exists with respect to that matter. If there are no members
entitled to vote as a separate class, unless this chapter, the articles of incorporation or
bylaws provide otherwise, the members entitled to vote on the matter who are present at the
meeting, either in person or by proxy, if voting by proxy is permitted pursuaent to section
seven hundred twenty-two of this article, constitute a quorum for action on the matter. If
there are members entitled to vote on a matter as a separate class, ther members entitled to
vote as a separate class may take action on the matter at a meeting only if a quorum of that
class exists with respect to that matter. Unless this chapter, the articles of incorporation or
bylaws provide otherwise, the members of a class entitled to vote on the matter who are
present at the meeting, either in person or by proxy, if votintg by proxy is permitted pursuant
to section seven hundred twenty-two of this article constitute a quorum of that class for
action on that matter.
(b) Once a member is represented for any purpose at a meeting, the member is deemed
present for quorum purposes for the remaindesr of the meeting and for any adjournment of
that meeting unless a new record date is or must be set for that adjourned meeting.
(c) Where any of this chapter, requirges for any purpose the vote of a designated proportion
of the voting power of members entitled to vote on a matter, or of the members of any
particular class entitled to votee on a matter as a class, if a quorum exists, action on the
matter, other than the election of directors, by these members or by the members of a class,
is approved if the votes Lcast favoring the action by the members voting or by the members of
a class voting, are in a designated proportion of the total votes cast by the members or by
the members of a class, unless the articles of incorporation require a greater vote.
(d) Where subsection (c) of this section is not applicable, if a quorum exists, action on a
matter, other than the election of directors, by the members entitled to vote on the matter,
or bWy the members of any particular class entitled to vote on the matter as a class, is
approved if the votes cast by the members voting, or by the members of a class voting,
favoring the action exceed the votes cast by the members, or by the members of a class,
opposing the action, unless the articles of incorporation require a greater vote.
(e) An amendment of the articles of incorporation adding, changing or deleting a voting
requirement is governed by section seven hundred twenty-six of this article. An amendment
of the articles of incorporation or bylaws adding, changing or deleting a quorum
requirement is governed by section seven hundred twenty-six of this article.
(f) The election of directors is governed by section seven hundred twenty-seven of this
article.

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