(a)"total strength" means the total strength of the Board of Directors of a company as determined in pursuance of this Act, after deducting therefrom the number of the Directors, if any, whose places may be vacant at the time; and(b)"interested Director" means any Director whose presence cannot, by reason of section 300, count for the purpose of forming a quorum at a meeting of the Board, at the time of the discussion or vote on any matter.(2)The quorum for a meeting of the Board of Directors of a company shall be one-third of its total strength (any fraction contained in that one-third being rounded off as one), or two Directors, whichever is higher:Provided that where at any time the number of interested Directors exceeds or is equal to two-thirds of the total strength, the number of the remaining Directors, that is to say, the number of the Directors who are not interested [present at the meeting being not less than two,] shall be the quorum during such time.
