Meetings

Question 1

Special Meetings

Answer 1

-director is statutorily entitled to notice of a special board meeting.
-notice may be provided via electronic transmission, but only upon consent of the director.
-a directors’ presence at a meeting constitutes waiver of notice, unless the director attends for the express purpose of objecting the meeting.
-

Question 2

Notice of a Special Meeting

Answer 2

• notice must state the date, time, and location of the meeting
• must also specify purpose if a special meeting

Question 3

Quorum

Answer 3

• a quorum of directors must be present at the meeting.
• majority of the board constitutes a quorum unless the certificate of formation or bylaws requires a higher number.
• Directors can break quorum by withdrawing from the meeting,
• CoF or bylaws may never set a quorum at less than one-third of the number directors, but they may provide that a quorum is less than a majority.

Question 4

Liability for Meeting Actions

Answer 4

-A director may be liable for illegal or improper action taken by the board at a meeting when the director is present, even though the director does not vote in favor of the action

Question 5

Director Preventing Liability from Meeting

Answer 5

MUST: (1) ensure that his dissent or abstention is noted in the minutes of the meeting; or
(2) not vote in favor of the action and deliver written notice of his dissent to the presiding officer of the meeting before its adjournment or to the corporation via registered mail immediately after adjournment of the meeting.