§ 17-16-824 — Quorum and voting

(a) Unless the articles of incorporation or bylaws require
a greater number or unless otherwise specifically provided in
this act, a quorum of a board of directors consists of:
(i) A majority of the fixed number of directors if
the corporation has a fixed board size; or
(ii) 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 (1/3) 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 articles of incorporation
or bylaws require the vote of a greater number of directors.
(d) The right to dissent or abstention is not available to
a director who votes in favor of the action taken. 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:
(i) The director objects at the beginning of the
meeting or promptly upon his arrival to holding the meeting or
transacting business at the meeting;
(ii) The director's dissent or abstention from the
action taken is entered in the minutes of the meeting; or
(iii) The director 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.