Marshall Islands
Delaware
forth the action so taken, is signed by all the
shareholders entitled to vote with respect to
the subject matter thereof, or if the articles of
incorporation so provide, by the holders of
outstanding shares having not less than the
minimum number of votes that would be
necessary to authorize or take such action at a
meeting at which all shares entitled to vote
thereon were present and voted.
Any person authorized to vote may authorize
another person or persons to act for him by
proxy.
Unless otherwise provided in the articles of
incorporation or bylaws, a majority of shares
entitled to vote constitutes a quorum. In no
event shall a quorum consist of fewer than
one-third of the shares entitled to vote at a
meeting.
When a quorum is once present to organize a
meeting, it is not broken by the subsequent
withdrawal of any shareholders.
The articles of incorporation may provide for
cumulative voting in the election of directors.
not fewer than the minimum number of votes
that would be necessary to authorize or take
such action at a meeting at which all shares
entitled to vote thereon were present and
Any person authorized to vote may authorize
another person or persons to act for him by
proxy.
For stock corporations, the certificate of
incorporation or bylaws may specify the
number of shares required to constitute a
quorum but in no event shall a quorum consist
of less than one-third of shares entitled to vote
at a meeting. In the absence of such
specifications, a majority of shares entitled to
vote shall constitute a quorum.
When a quorum is once present to organize a
meeting, it is not broken by the subsequent
withdrawal of any shareholders.
The certificate of incorporation may provide
for cumulative voting in the election of
Marshall Islands Merger or Consolidation
Any two or more domestic corporations may
merge into a single corporation if approved
by the board and if authorized by a majority
vote of the holders of outstanding shares at a
shareholder meeting.
Any sale, lease, exchange or other disposition
of all or substantially all the assets of a
corporation, if not made in the corporation’s
usual or regular course of business, once
approved by the board, shall be authorized by
the affirmative vote of two-thirds of the
shares of those entitled to vote at a
shareholder meeting.
Any domestic corporation owning at least
90% of the outstanding shares of each class of
another domestic corporation may merge such
Any two or more corporations existing under
the laws of the state may merge into a single
corporation pursuant to a board resolution and
upon the majority vote by shareholders of
each constituent corporation at an annual or
special meeting.
Every corporation may at any meeting of the
board sell, lease or exchange all or
substantially all of its property and assets as
its board deems expedient and for the best
interests of the corporation when so
authorized by a resolution adopted by the
holders of a majority of the outstanding stock
of the corporation entitled to vote.
Any corporation owning at least 90% of the
outstanding shares of each class of another other corporation into itself without the