Title 14, Chapter 2, Section 824
(a) Unless this chapter, the articles of incorporation, or bylaws
require a greater number or unless otherwise specifically provided
in this chapter, a quorum of a board of directors consists of:
(1) A majority of the fixed number of directors if the corporation
has a fixed board size; or
(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
(b) 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
fixed or prescribed number of directors determined under subsection
(a) of this Code 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 this chapter, the articles of incorporation, or
bylaws require the vote of a greater number of directors.
(d) 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:
(1) He objects at the beginning of the meeting (or promptly upon
his arrival) to holding it or transacting business at the meeting;
(2) His dissent or abstention from the action taken is entered in
the minutes of the meeting; or
(3) He 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.
The right of dissent or abstention is not available to a director
who votes in favor of the action taken.
(e) If a written agreement meeting the requirements of Code Section 14-2-731 provides that any directors shall have more or less than one vote on any matter, every reference in this chapter to a majority or other proportion of directors shall refer to a majority or other proportion of the votes of directors.