(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.