RS 12:1-824

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RS 12:1-824

§1-824. Quorum and voting

A. Unless the articles of incorporation or bylaws require a greater number or unless otherwise specifically provided in this Chapter, a quorum of a board of directors consists of a majority of the number of directors determined in accordance with R.S. 12:1-803.

B. The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third of the number of directors determined in accordance with R.S. 12:1-803.

C.(1) If a quorum is present when a vote is taken, the affirmative vote of the required majority of directors is the act of the board of directors. The required majority of directors is a majority of the directors present, or the number of directors whose votes are required by the articles of incorporation or bylaws for the board to take the relevant action, whichever number is greater.

(2)If a quorum is present when a meeting is convened, but the quorum is lost through the withdrawal from the meeting of one or more directors, the affirmative vote of the required majority of directors is the act of the board of directors provided that the number of affirmative votes is not fewer than the number that would have been required had the quorum not been lost.

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 one of the following occurs:

(1)The director objects at the beginning of the meeting, or promptly upon arrival, to holding the meeting or transacting business at the meeting.

(2)The 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 immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.