32-4-301. Powers of stockholders. (1) The stockholders of the corporation have the following powers of the corporation:

(a) to determine the number of and elect directors as provided in 32-4-206;

(b) to make, amend, and repeal bylaws;

(c) to amend the articles of incorporation as provided in 32-4-205;

(d) to exercise other powers of the corporation as may be conferred on the stockholders by the bylaws.

(2) As to all matters requiring action by the stockholders of the corporation and except as otherwise provided in this chapter, the matters require the affirmative vote of a majority of the votes to which the stockholders present or represented at the meeting are entitled.

(3) Each stockholder has one vote, in person or by proxy, for each share of capital stock held by the stockholder.