§ 308B.435 Act Of Board Of Directors

In plain language#

The board takes action "by the affirmative vote of the greater of (1) a majority of directors present at a duly held meeting at the time the action is taken, or (2) a majority of the minimum proportion or number of directors that would constitute a quorum." A larger vote required by the chapter, articles or bylaws controls. ^{P1, § 308B.435}

Example (arithmetic only). A seven-member board with a default quorum of four. If all seven are present, a majority of those present is four and a majority of the minimum quorum of four is three; the greater is four. If only four are present, both tests give three. [INFERENCE: worked example is ours, applying the text.]

How it works in practice#

• Part (2) is a floor: even if a quorum was present and some directors then left, the vote still has to reach a majority of the minimum quorum number.
• A bylaw that raises the board's voting requirement is subject to the amendment rules in § 308B.241, subd. 6.
• Action by unanimous or authorized written action rather than at a meeting: § 308B.441. Advance consent: § 308B.425, subd. 6.

Related#

• Board authority: § 308B.401 · Quorum: § 308B.431
• Rules at a glance: Director and officer rules in Chapter 308B