Title 46, Chapter 3, Section 296
( 46-3-296)
(a) Unless the articles of incorporation or the bylaws provide that
a different number shall constitute a quorum, a majority of the
number of directors fixed by the bylaws or fixed by the procedure
set forth in the bylaws, or, in the absence of such bylaw
provisions, then a majority of the number stated in the articles of
incorporation, shall constitute a quorum for the transaction of
business. In no case shall less than one-third of the total number
of directors nor less than two directors constitute a quorum. (b) The vote of a majority of the directors present and voting at
the time of the vote, if a quorum is present at such time, shall be
the act of the board of directors unless the vote of a greater
number is required by the articles of incorporation or the bylaws. (c) Unless the articles of incorporation or bylaws otherwise
provide, members of the board of directors or any committee
designated by such board may participate in a meeting of such board
or committee by means of conference telephone or similar
communications equipment by means of which all persons participating
in the meeting can hear each other. Participation in a meeting
pursuant to this subsection shall constitute presence in person at
such meeting. |