KRS 272A.8-150: Quorum.

(1) Unless the articles of association provide for a greater number, a majority of the

total number of directors specified by the organic rules constitutes a quorum for a

meeting of the directors.

(2) If a quorum of the board of directors is present at the beg inning of a meeting, any

action taken by the directors present is valid even if withdrawal of directors

originally present results in the number of directors being fewer than the number

required for a quorum.

(3) A director present at a meeting but objecti ng to notice under KRS 272A.8 -140(2)

does not count toward a quorum.