My posts this week have been dedicated to voting issues. On Monday, I wrote about California’s default rule for shareholder action – California Corporations Code § 602(a). This is a default rule because it is subject to a greater vote requirement imposed by the General Corporation Law or the Articles of Incorporation.

In numerous cases, the GCL requires what it calls ”approval by the outstanding shares”. This phrase is defined in Section 152 as “approved by the affirmative vote of a majority of the outstanding shares entitled to vote.” This approval includes the affirmative vote of a majority of the outstanding shares of each class or series entitled to vote as a class or series on the matter and also includes the greater proportion (including all) of the outstanding shares of any class or series if required by the articles or the GCL.