Common use of Votes Required Clause in Contracts

Votes Required. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, provided, however, that the vote of the holders of a majority of the stock having voting power present in person or represented by proxy and actually voting on the merits of the question and not abstaining or withholding authority to vote shall decide the election of any director and any question submitted for a vote by act of the Board of Directors, pursuant to Section 3.8 of the Bylaws provided, further, however, that if the question is one upon which by express provision of law or of the Certificate of Incorporation or these Bylaws, a different vote is required, such express provision shall govern and control the decision of such question.