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

(1)  A majority of the fixed number of directors ifthe 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 themeeting begins, if the corporation has a variable-range size board.

(b)  The articles of incorporation or bylawsmay authorize a quorum of a board of directors to consist of no fewer thanone-third of the fixed or prescribed number of directors determined undersubsection (a).

(c)  If a quorum is present when a vote istaken, the affirmative vote of a majority of directors present is the act ofthe board of directors unless the articles of incorporation or bylaws requirethe vote of a greater number of directors.

(d)  A director who is present at a meeting ofthe board of directors or a committee of the board of directors when corporateaction is taken is deemed to have assented to the action taken unless:

(1)  The director objects at the beginning of themeeting (or promptly upon the director's arrival) to holding it or transactingbusiness at the meeting;

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

(3)  The director delivers written notice of thedirector's dissent or abstention to the presiding officer of the meeting beforeits adjournment or to the corporation immediately after adjournment of themeeting.  The right of dissent or abstention is not available to a director whovotes in favor of the action taken. [L 2000, c 244, pt of §1]