{"data":{"id":"us-ky/krs-271b.8-240","jurisdiction":"us-ky","citation":"KRS 271B.8-240","heading":"Quorum and voting.","body":"(1) Unless the articles of incorporation or bylaws require a greater number, a quorum of\na board of directors shall consist of:\n(a) A majority of the fixed number of directors if the corporation has a fixed\nboard size; or\n(b) A majority of the number of direct ors prescribed, or if no number is\nprescribed the number in office immediately before the meeting begins, if the\ncorporation has a variable-range size board.\n(2) The articles of incorporation or bylaws may authorize a quorum of a board of\ndirectors to cons ist of no fewer than one -third (1/3) of the fixed or prescribed\nnumber of directors determined under subsection (1) of this section.\n(3) If a quorum is present when a vote is taken, the affirmative vote of a majority of\ndirectors present shall be the act o f the board of directors, unless the articles of\nincorporation or bylaws require the vote of a greater number of directors.\n(4) A director who is present at a meeting of the board of directors or a committee of\nthe board of directors when corporate action is taken shall be deemed to have\nassented to the action taken unless:\n(a) He objects at the beginning of the meeting (or promptly upon his arrival) to\nholding it or transacting business at the meeting;\n(b) His dissent or abstention from the action taken is  entered in the minutes of the\nmeeting; or\n(c) He delivers written notice of his dissent or abstention to the presiding officer\nof the meeting before its adjournment or to the corporation immediately after\nadjournment of the meeting. The right of dissent o r abstention shall not be\navailable to a director who votes in favor of the action taken.","path":[],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=13387","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:53:19Z","sha256":"f0b0ec8cf4b85b5ef4c8cf1964a705f96964267d1eeccefec242b6785b4ae11b","source_id":"us-ky","stale":false,"prev":"us-ky/krs-271b.8-230","next":"us-ky/krs-271b.8-250"},"notice":"GroundRules: Original legal text. Not legal advice."}