§ 613. Vote of members.

(a) Except as otherwise required by this chapter or by the certificate
of incorporation or the by-laws as permitted by this chapter, directors
shall be elected by a plurality of the votes cast at a meeting of
members by the members 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 members, it
shall, except as otherwise required by this chapter or by the
certificate of incorporation or by by-laws as permitted by this chapter,
be authorized by a majority of the votes cast at a meeting of members by
the members entitled to vote thereon.

(c) Except as provided in paragraph (b), any reference in this chapter
to corporate action at a meeting of members by "majority vote" or
"two-thirds vote" shall require the action to be taken by such
proportion of the votes cast at such meeting, provided that the
affirmative votes cast in favor of any such action shall be at least
equal to the quorum. Blank votes or abstentions shall not be counted in
the number of votes cast.