Director and Officers

Question 1

General Powers

Answer 1

All corporate powers vested in board as a whole.

Board may for committees of members and delegate duties

May not delegate dividend power.

Question 2

Board Meetings

Answer 2

Regular Meetings: No notice if previously set.
Special Meetings: 2 day written or oral notice (may be waived is not needed)

Quorum: majority of director slots UNLESS articles or bylaws state otherwise REQUIRED THROUGHOUT MEETING.

Actions w/o meetings only valid if unanimous vote.

Question 3

Presumption of a Yes Vote

Answer 3

If present at a meeting presumption is a yes vote. Dissent must be made on record followed by written notice.

Question 4

Rights to Compensation/Reimbursement

Answer 4

Directors/Officers entitled to reasonable compensation for out-of-pocket expenses incurred on behalf of corporation.

includes: indeminifcation where director is defendant and director prevails, if director loses or settles discretion is with corporation (exception in derivative actions)