Board meetings

Question 1

Are board meetings large or small? Regular or irregular?

Answer 1

USUALLY small and pretty regular (more than 1x monthly)

Question 2

Must directors be given notice for special meetings or regular meetings?

Answer 2

Special meetings: YES

Regular meetings: NO

Question 3

Does director’s attendance at board meeting waive notice requirement?

Answer 3

YES, UNLESS director promptly objects at meeting

Question 4

May directors vote by proxy at meetings?

Answer 4

NO, their attendance is expected

Question 5

Quorum requirement at board meeting

Answer 5

Majority of total number of directors must attend, UNLESS bylaws specify higher or lower number

Question 6

Board meeting affirmative vote

Answer 6

As long as quorum is present, resolution of board will pass upon MAJORITY of vote of those PRESENT AT MEETING

Question 7

board meeting unanimous written consent

Answer 7

Board may approve a proposal and avoid a meeting by unanimous written consent

Question 8

Board meeting dissent: 3 ways to establish

Answer 8

1) enter dissent in meeting minutes
2) file written dissent before mtg adjourned
3) send dissent by certified or registered mail to corporation’s secretary immediately after adjournment of meeting