§ 55A-8-24. Quorum and voting. - North Carolina Statutes

§55A‑8‑24.  Quorum and voting.

(a)        Except as otherwiseprovided in: (i) this Chapter, (ii) the articles of incorporation, or (iii) thebylaws, a quorum of a board of directors consists of a majority of thedirectors in office immediately before a meeting begins.  In no event may thearticles of incorporation or bylaws authorize a quorum of fewer than one‑thirdof the number of directors in office.

(b)        If a quorum ispresent when a vote is taken, the affirmative vote of a majority of directorspresent is the act of the board unless: (i) this Chapter, (ii) the articles ofincorporation, or (iii) the bylaws require the vote of a greater number ofdirectors.

(c)        A director who ispresent at a meeting of the board of directors or a committee of the board ofdirectors when corporate action is taken is deemed to have assented to theaction taken unless:

(1)        He objects at thebeginning of the meeting (or promptly upon his arrival) to holding it ortransacting business at the meeting;

(2)        His dissent orabstention from the action taken is entered in the minutes of the meeting; or

(3)        He files writtennotice of his dissent or abstention with the presiding officer of the meetingbefore its adjournment or with the corporation immediately after adjournment ofthe meeting.  The right of dissent or abstention is not available to a directorwho votes in favor of the action taken. (1955, c. 1230; 1985 (Reg.Sess., 1986), c. 801, s. 33; 1993, c. 398, s. 1.)