Directors: Management and Control

Question 1

Authority of directors

Answer 1

Subject to any limitation imposed by law or the articles, the board of directors has full control over the affairs of the corporation

Question 2

How can directors take action or vote

Answer 2

By way of a quorum. Unless otherwise set forth in the articles, a quorum exists when at least a majority of the directors are present.

Directors are considered present so long as all of the directors participating can simultaneously hear each other (e.g., conference calls)

Information action by the board can be taken without a quorum present so long as the board unanimously consented to the action in writing.

Question 3

Notice

Answer 3

It is presumed that directors have notice for regular meetings. However, for special meetings, directors must be given 2 days notice, which includes information about the time, location, and date of the meeting.

However, such notice is NOT required to provide the purpose of the special meeting.

Question 4

Officers

Answer 4

The board of directors generally delegates day-to-day management of the corporation’s business to officers elected by the board (CEO, CFO, etc.). The board may remove officers at any time with our without cause.

However, such removal may result in a breach of contract action if the board is violating an employment agreement.