For the validity of the decision of the Board regarding corporate acts, what is the required vote?

• A. At least majority of the number of directors fixed in the articles of incorporation.
• B. At least majority of the number of directors filled up.
• C. At least 2/3 of the number of directors fixed in the articles of incorporation.
• D. At least majority of the present members of board of directors in a meeting where there is a quorum.

Answer: (D)

Board decisions on corporate acts are valid only when a quorum is present, and they are approved by a majority of the directors who attend and vote at that meeting. This ensures that the act reflects the active participation of the directors who are actually there and authorized to decide. The presence of a quorum is essential; without it, no binding action can be taken. While some matters may require a higher threshold by bylaws or law, the typical rule for ordinary corporate acts is a majority of the directors present at a meeting with a quorum.