(a) A quorum for the transaction of business by the board of directors of a corporation is the lesser of:(1) the majority of the number of directors set by the corporation's bylaws or, in the absence of a bylaw setting the number of directors, a majority of the number of directors stated in the corporation's certificate of formation; or(2) any number, not less than three, set as a quorum by the certificate of formation or bylaws.(b) A director present by proxy at a meeting may not be counted toward a quorum.Tex. Bus. Org. Code § 22.213
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. 1/1/2006.