Sec. 33-752. Quorum and voting.
Sec. 33-752. Quorum and voting. (a) Unless the certificate of incorporation or a
bylaw requires a greater number or unless otherwise specifically provided in sections
33-770 to 33-779, inclusive, a quorum of a board of directors consists of: (1) A majority
of the fixed number of directors if the corporation has a fixed board size; or (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 certificate of incorporation 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 section.
(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 certificate of incorporation or a bylaw requires 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: (1) He objects at the beginning of the meeting, or promptly
upon his arrival, to holding it or transacting business at the meeting; (2) his dissent or
abstention from the action taken is entered in the minutes of the meeting; or (3) he
delivers written notice of his 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.
(P.A. 94-186, S. 98, 215; P.A. 96-271, S. 73, 254; P.A. 97-246, S. 11, 99.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "certificate" of
incorporation where appearing, replaced "bylaws" with "a bylaw" in Subsecs. (a) and (c) and made technical changes,
effective January 1, 1997; P.A. 97-246 amended Subsec. (a) to add "or unless otherwise specifically provided in sections
33-770 to 33-779, inclusive,", effective June 27, 1997.
Annotations to former section 33-46:
Power of majority where others cannot be reached. 55 C. 455; 80 C. 41. In absence of record, no presumption as to
regularity of meeting. 75 C. 555.
Subsec. (b): Transaction where stock transferred by vote of directors, and where attorney of defendant casts deciding
vote, held voidable. 151 C. 437. Attorney's vote cannot be considered other than that of his client. Id.
Annotation to former section 33-316:
Subsec. (a):
Cited. 35 CA 812.