§ 614. Vote of shareholders.

(a) Directors shall, except as otherwise required by this chapter or
by the by-laws or certificate of incorporation as permitted by this
chapter, be elected by a plurality of the votes cast at a meeting of
shareholders by the holders of shares entitled to vote in the election.

(b) Whenever any corporate action, other than the election of
directors, is to be taken under this chapter by vote of the
shareholders, it shall, except as otherwise required by this chapter or
by the certificate of incorporation as permitted by this chapter or by
the specific provisions of a by-law adopted by the shareholders, be
authorized by a majority of the votes cast in favor of or against such
action at a meeting of shareholders by the holders of shares entitled to
vote thereon. Except as otherwise provided in the certificate of
incorporation or the specific provision of a by-law adopted by the
shareholders, an abstention shall not constitute a vote cast.