Subject to this chapter in respect of the vote that shall be required for a specified action, the charter or bylaws may specify the number of shares and/or other voting securities that constitute a quorum for, and the votes required for any action of, a stockholder meeting. The quorum must not be less than one-third of the shares entitled to vote at the meeting, or, where a separate vote by class or series is required, of the shares of that class or series. In the absence of such specification:

1.   A majority of the shares entitled to vote, present in person or represented by proxy (“present”), constitute a quorum;
2. All matters other than the election of directors require the affirmative vote of the majority of shares present and entitled to vote on the subject matter,
3. Directors are elected by a plurality of the votes of the shares present and entitled to vote on the election; and
4. Where a separate vote by a class or series is required, a majority of shares of such class or series constitutes a quorum, and all matters other than the election of directors require the affirmative vote of the majority of that class’s or series’ shares present.

A bylaw amendment adopted by stockholders which specifies the votes necessary for the election of directors shall not be further amended by the board.