14-3-824. Quorum; when director deemed to assent to action.

Except as otherwise provided in this chapter, the articles, or the bylaws, a quorum of a board of directors consists of:#

1. (1)

   A majority of the fixed number of directors if the corporation has a fixed board size; or#

2. (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.#

The articles or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third of the fixed or prescribed number of directors determined under subsection (a) of this Code section.#

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 this chapter, the articles, or the bylaws require the vote of a greater number of directors.#

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:#

1. (1)

   The director objects at the beginning of the meeting (or promptly upon arrival) to holding it or transacting business at the meeting;#

2. (2)

   The director’s dissent or abstention from the action taken is entered in the minutes of the meeting; or#

3. (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.#

No director shall vote by proxy at a meeting of the board of directors.#