{"data":{"id":"us-ky/krs-273.217","jurisdiction":"us-ky","citation":"KRS 273.217","heading":"Quorum of directors -- Prohibition on director voting by proxy.","body":"(1) A majority of the number of directors fixed by the bylaws, or in the absence of a\nbylaw fixing the number of directors, then of the number stated in the articles of\nincorporation, shall constitute a quorum for the transaction of business, unless\notherwise provided in the articles of incorporation or the bylaws.\n(2) Unless the articles of incorporation or bylaws provide otherwise, the board of\ndirectors may permit any or all directors to participate in a regular or special\nmeeting by, or conduct the meeting through the use of, any means of\ncommunication by which all directors participating may simultaneously\ncommunicate with each other during this meeting. A director participating in a\nmeeting by this means shall be deemed to be present in person at the meeting.\n(3) The act of the majority of the directors present at a meeting at which a quorum is\npresent shall be the act of the board of directors, unless the act of a greater number\nis required by KRS 273.161 to 273.390, the articles of incorporation or the bylaws.\n(4) Irrespective of whether or not the corporation has members, a director may not vote\nby proxy.","path":["KRS Chapter 273"],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=48305","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:53:24Z","sha256":"18a6b57f79a07bced699f12668490e326a3ca85317f254139b4b6f094315c2e5","source_id":"us-ky","stale":false,"prev":"us-ky/krs-273.215","next":"us-ky/krs-273.219"},"notice":"GroundRules: Original legal text. Not legal advice."}