10-824. Quorum and voting

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A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

A. Unless the articles of incorporation or bylaws require a different number, a quorum of board of directors consists of either:

1. A majority of the fixed number of directors if the corporation has a fixed board size.

2. A majority of the number of directors prescribed, or if no number is prescribed, the number in office immediately before the meeting begins, if the corporation has a variable range size board.

B. The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of at least one-third of the fixed or prescribed number of directors determined under subsection A.

C. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors.

D. A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless either:

1. The director objects at the beginning of the meeting or promptly on the director's arrival to holding it or transacting business at the meeting.

2. The director's dissent or abstention from the action taken is entered in the minutes of the meeting.

3. The director delivers written notice of the director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation before 5:00 p.m. on the next business day after the meeting.

E. The right of dissent or abstention is not available to a director who votes in favor of the action taken.