Directors and Officers - Requirements

Question 1

VA Board Requirement

Answer 1

Every VA corporation must have a board with at least 1 member
* Articles or bylaws may prescribe directors’ qualifications
* Director need not be VA resident or shareholder

Question 2

What powers do shareholders have with respect to directors?

Answer 2

They elect and remove (with or without cause–unless AOI says otherwise)

Question 3

When may the Board act?

Answer 3

Only at a valid meeting unless there is written consent from all directors to act without a meeting

Question 4

What must all Board members receive before a meeting?

Answer 4

Notice, the requirements of which for directors’ meetings can be set out in the bylaws
* Notice not needed for regularly scheduled meetings, but instead only for special meetings

Question 5

What is VA’s rule on proxies for directors?

Answer 5

Directors cannot vote by proxies or enter into voting agreements

Question 6

What is a quorum in VA for a valid meeting of the Board?

Answer 6

Majority of all directors must be present unless different percentage in bylaws (but can never be less than one-third of all)

Question 7

If you have a quorum, how many directors must vote to pass a resolution?

Answer 7

Majority of those present at that meeting (unless articles or bylaws specify a greater number)