8.15.100 Quorum and voting.
(a) Unless the articles of incorporation or bylaws require a greater number, a quorum of the board of directors consists of a majority of the number of directors present at the meeting.
(b) The articles of incorporation or bylaws may authorize a quorum to consist of no fewer than one-third of the number of directors.
(c) If a quorum is present when a vote is taken, the affirmative vote by a majority of directors present constitutes an act of the board of directors, unless the articles of incorporation or bylaws require the affirmative vote of a greater number of directors.
(d) A director who is present at a meeting of the board of directors when corporate action is taken is deemed to have assented to the action unless:
(1) The director objects at the beginning of the meeting, or promptly upon his or her arrival, to either holding the meeting, or transacting business at the meeting; and/or
(2) The director’s dissent or abstention from the action is taken in the minutes of the meeting; or
(3) The director delivers written notice of 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. [Ord. 18 Part III § 10, adopted, 10/7/2008.]