06.13.120 Quorum and Voting.
(1) Unless the articles of incorporation or bylaws require a greater number, a quorum of a board of directors consists of a majority of the number of directors.
(2) 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 number of directors.
(3) 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.
(4) 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:
(A) He or she objects at the beginning of the meeting (or promptly upon his arrival) to holding it or transacting business at the meeting;
(B) His or her dissent or abstention from the action taken is entered in the minutes of the meeting; or
(C) He or she delivers written notice of his or her dissent or abstention to the presiding officer of the meeting before its adjournment or to the non-profit corporation immediately after adjournment of the meeting.
(5) The right of dissent or abstention is not available to a director who votes in favor of the action taken.