[§414-215]  Quorum and voting.  (a) 
Unless the articles of incorporation or bylaws require a greater number or
unless otherwise specifically provided in this chapter, 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 articles 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).



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



(2)  The director's dissent or abstention from the
action taken is entered in the minutes of the meeting; or



(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. [L 2000, c 244, pt of §1]