Sec. 33-1100. Quorum and voting.
Sec. 33-1100. Quorum and voting. (a) Unless the certificate of incorporation or
bylaws require a greater number or unless otherwise specifically provided in sections 33-1116 to 33-1125, 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, but not less than two.
(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 sections 33-1000 to 33-1290, inclusive, the certificate of incorporation or bylaws require 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. 96-256, S. 74, 209; P.A. 97-246, S. 52, 99.)
History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 amended Subsec. (a) to add "or unless otherwise specifically
provided in sections 33-1116 to 33-1125, inclusive,", effective June 27, 1997.