1. The board shall take action by the affirmative vote of the greater of a majority
of the directors present at a duly held meeting at the time the action is taken, or
a majority of the minimum proportion or number of directors that would constitute
a quorum for the transaction of business at the meeting, except when this chapter
or the articles require the affirmative vote of a larger proportion or number. If the articles require a larger proportion or number than is required by this chapter
for a particular action, then the articles control.
2. The articles of a domestic corporation that is not incorporated under chapter 10-35
may confer upon one or more directors voting powers greater than or less than those
of other directors.
a. After the adoption of the initial articles, an amendment to the articles to confer
upon one or more directors voting powers greater than or less than those of other
directors requires the approval of all of the shareholders entitled to vote on the
b. If the articles provide that any director has more or less than one vote on any
(1) Every reference in this chapter to a majority or other proportion of the directors
shall refer to a majority or other proportion of the voting power of the directors.
(2) Unless otherwise provided in the articles, the bylaws, or the resolution establishing
the committee or the subcommittee, any such provision conferring greater or lesser
voting power applies to voting in a committee or subcommittee.
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