- [limited application of §§ 211-16] §§ 211 through 214 and 216 shall not apply to nonstock corporations, except for § 211(a) and (d) and § 212(c), (d), and (e).
- [votes per member; proxies] Each member of a nonstock corporation has one vote, unless otherwise provided in the charter or bylaws, and subject to subsection (f). Proxies are permitted, but no proxy shall be voted on after 3 years from its date, unless the proxy provides for a longer period.
- [quorum and required vote] Unless otherwise provided in this chapter, the charter or bylaws of a nonstock corporation may specify a quorum and required majority for any action of a meeting of members. In the absence of such specification,
- 1/3 of the members constitute a quorum;
- All matters other than the election of the governing body require the affirmative vote of a majority of members present in person or represented by proxy (“present”) and entitled to vote on the matter, unless a greater majority is required by this chapter;
- The election of members of the governing body requires a plurality of the votes of the members present and entitled to vote thereon; and
- Where a separate vote by a class or group is required, a majority of members of such class or group constitutes a quorum, and all matters other than the election of the governing body require the affirmative vote of the majority of the class members present.
- [failure to hold election] “If the election of the governing body of any nonstock corporation is not held on the day designated by the bylaws, the governing body shall cause the election to be held as soon thereafter as convenient. The failure to hold such an election at the designated time shall not work any forfeiture or dissolution of the corporation, but the Court of Chancery may summarily order such an election to be held upon the application of any member of the corporation. No quorum requirement applies to such ordered election.”
- [electronic ballot] If authorized by the governing body, any requirement of a written ballot shall be satisfied by electronic transmission if such transmission allows determination that it was authorized by the member or proxy holder.
- [record date] The record date for any meeting or corporate action is the date of such meeting or action, unless the charter, bylaws, or a resolution of the governing body provides another record date not earlier than the action by the governing body fixing such date.