(1) Unless a greater number is required by the bylaws, a quorum of a board of directors consists of:
A majority of the number of directors fixed if the corporation has a fixed board size;or
A majority of the number of directors fixed or, if no number is fixed, of the numberin office immediately before the meeting begins, if a range for the size of the board is established pursuant to section 7-108-103 (2).
(2) The bylaws may authorize a quorum of a board of directors to consist of:
No fewer than a majority of the number of directors fixed if the corporation has afixed board size; or
No fewer than a majority of the number of directors fixed or, if no number is fixed,of the number in office immediately before the meeting begins, if a range for the size of the board is established pursuant to section 7-108-103 (2).
If a quorum is present when a vote is taken, the affirmative vote of a majority ofdirectors present is the act of the board of directors unless the vote of a greater number of directors is required by articles 101 to 117 of this title or the bylaws.
A director who is present at a meeting of the board of directors when corporateaction is taken is deemed to have assented to all action taken at the meeting unless:
The director objects at the beginning of the meeting, or promptly upon the director'sarrival, to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting;
The director contemporaneously requests that the director's dissent or abstention as toany specific action taken be entered in the minutes of the meeting; or
The director causes written notice of the director's dissent or abstention as to anyspecific action to be received by the presiding officer of the meeting before adjournment of the meeting or by the corporation promptly after adjournment of the meeting.
The right of dissent or abstention pursuant to subsection (4) of this section as to aspecific action is not available to a director who votes in favor of the action taken.
Source: L. 93: Entire article added, p. 783, § 1, effective July 1, 1994. L. 96: (1) amended, p. 1318, § 22, effective June 1. L. 2004: (4) amended, p. 1498, § 258, effective July 1.