Title 10 – Corporations and Associations

Chapter 31 – Directors and officers-nonprofit Corporations

Article 2 – Meetings and Action of the Board

• A. Unless the articles of incorporation or bylaws require a different number, a quorum of a board of directors consists of either:
• 1. A majority of the fixed number of directors if the corporation has a fixed board size.
• 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 at least one-third of the fixed or prescribed number of directors determined under subsection A.
• C. The articles of incorporation or bylaws may specify that, if a quorum is present when a meeting is convened, the quorum shall be deemed to exist until the meeting is adjourned, notwithstanding the departure of one or more directors.
• D. 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.
• E. 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 either:
• 1. The director objects at the beginning of the meeting or promptly on 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.
• 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 before 5:00 p.m. on the next business day after the meeting.
• F. The right of dissent or abstention is not available to a director who votes in favor of the action taken.
• G. The articles of incorporation or bylaws may authorize a director to vote in person or by proxy. The following provisions apply to voting by proxy:
• 1. A director may appoint a proxy to vote or otherwise act for the director by signing an appointment form, either personally or by the director’s attorney-in-fact. The appointment does not relieve the director of liability for acts or omissions imposed by law on directors.
• 2. An appointment of a proxy is effective when received by the secretary. An appointment is valid for one month unless a different period is expressly provided in the appointment form.
• 3. An appointment of a proxy is revocable by the director.
• 4. The death or incapacity of the director appointing a proxy does not affect the right of the corporation to accept the proxy’s authority unless written notice of the death or incapacity is received by the secretary before the proxy exercises its authority under the appointment.
• 5. Subject to any express limitation on the proxy’s authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy’s vote or other action as of the shareholder making the appointment.