Board of Directors Flashcards
What are the main tasks of the board of directors?
Appoint and oversee officers
Make high-level corporate decisions.
How many directors must a corporation have?
One natural person.
What is the term of a director?
One year.
How can a director be removed?
Shareholders may remove with or without cause.
Exception Staggered Board (voted in at different time, then may remove only with cause.)
Different classes of shareholders may elect different directors, and then they can only be removed by that class.
What types of meeting do directors need notice of?
Only special, not regular. (Don’t need purpose of special meeting in notice).
Attendance waives notice, unless director promptly rejects meeting.
Can directors vote by proxy?
No.
What is the voting requirements for directors?
Quorum = majority of the total number unless bylaws specify higher
Affirmative Vote: majority of those preset.
Unanimous Written consent allowed without meeting.
What is the rule for dissent and directors?
To avoid liability, the director must dissent by entering dissent in meeting minutes, file written dissent before meeting adjourned, or provide written dissent by certified or registered mail to corporations secretary immediately after the adjournment of meeting.
What is the rule for telephone conversations at board meetings?
Allowed. But
For quorum; Do not count at “physically present”
For voting: all telephone participants must be able to hear each other. Otherwise, their votes do not count and are illegal votes.
