KRS 271B.7-250: Quorum and voting requirements for voting groups.

(1) 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 shall constitute a quorum

of that voting group for action on that matter.

(2) Once a share is represented for any purpose at a meeting, it shall be 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 meeting.

(3) If a quorum exists, action on a matter (other than the election of directors) by a

voting group shall be 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.

(4) An amendment of articles of incorporation adding, changing , or deleting a quorum

or voting requirement for a voting group greater than specified in subsection (1) or

(3) of this section shall be governed by KRS 271B.7-270.

(5) The election of directors shall be governed by KRS 271B.7-280.