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Section 7234 - Interested Directors Counted Towards Quorum

Interested or common directors may be counted in determining the presence of a quorum at a meeting of the board or a committee thereof which authorizes, approves or ratifies a contract or transaction as provided in Section 7233.


This statute does not reduce the number of affirmative votes required to approve a contract or transaction. Pursuant to Section 7211(a)(8) the affirmative vote of "a majority of the directors present at a meeting" is required to approve an action. The interested director's presence at the meeting is counted towards quorum, but so long as present, their abstention from voting (per Section 7233(a)(2) or (b)(1)) is not different than any other abstention (see note at end of Section 7211.)

If the director leaves the meeting, then the director is no longer present, but is counted towards quorum. Section 7211(a)(8) provides that the quorum continues even after a director leaves the meeting.

This section infers that the interested director is not required to leave the meeting. However, the bylaws may require the interested director not to participate or to leave the meeting.