(1) Unless a greater or lesser number is required by the bylaws, a quorum of a board of directors consists of a majority of the number of directors in office immediately before the meeting begins.
(2) The bylaws may authorize a quorum of a board of directors to consist of:
No fewer than one-third of the number of directors fixed if the corporation has afixed board size; or
No fewer than one-third of the number of directors fixed or, if no number is fixed, ofthe number in office immediately before the meeting begins, if a range for the size of the board is established pursuant to section 7-128-103 (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 121 to 137 of this title or the bylaws.
If provided in the bylaws, for purposes of determining a quorum with respect to aparticular proposal, and for purposes of casting a vote for or against a particular proposal, a director may be deemed to be present at a meeting and to vote if the director has granted a signed written proxy to another director who is present at the meeting, authorizing the other director to cast the vote that is directed to be cast by the written proxy with respect to the particular proposal that is described with reasonable specificity in the proxy. Except as provided in this subsection (4) and as permitted by section 7-128-202, directors may not vote or otherwise act by proxy.
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 nonprofit corporation promptly after adjournment of the meeting.
(6) The right of dissent or abstention pursuant to subsection (5) of this section as to a specific action is not available to a director who votes in favor of the action taken.
Source: L. 97: Entire article added, p. 694, § 3, effective July 1, 1998.