Consents, Resolutions and Minutes

Question 1

Describe “hear and be heard” language.

Answer 1

E.g. “Mr. [Secretary] confirmed that all attendees could hear and be heard.”

It’s good to include the “hear and be heard” language under DGCL 141(l):

(i) Unless otherwise restricted by the certificate of incorporation or bylaws, members of the board of directors of any corporation, or any committee designated by the board, may participate in a meeting of such board, or committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this subsection shall constitute presence in person at the meeting.