Section 1211. Quorum of and Action by Shareholders
(a) Requirement--A shareholders' meeting duly called shall not be organized for the transaction of business unless a quorum is present.
(b) Constitution of quorum--Unless otherwise provided in the articles or in a by-law adopted by the shareholders:
(i) the presence, in person or by proxy, of shareholders entitled to cast at least a majority of the votes which all shareholders are entitled to cast on a particular matter shall constitute a quorum for the purpose of considering such matter, except as provided in subsection (c) of this section;
(ii) at a duly organized meeting, the acts of the shareholders present who are entitled to cast at least a majority of the votes which all shareholders present are entitled to cast shall be the acts of the shareholders, except as otherwise provided in this act;
(iii) the shareholders present at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum; and
(iv) if a meeting cannot be organized for lack of a quorum, those present may, except as otherwise provided in this act, adjourn the meeting to such time and place as they may determine.
(c) Adjourned meetings to elect directors--In the case of a meeting for the election of directors which is twice adjourned for lack of a quorum, those present at the second of such adjourned meetings shall constitute a quorum for the election of directors without regard to the other quorum requirements of this section, the articles or by-laws.