directors + officers

Question 1

who elect directors

Answer 1

initial directors can be named in AOI

if not

elected by incorporators at organizational meeting

after that

elected at annual SH meetings by SH

Question 2

staggered board

Answer 2

elect BOD in sections usually ½ and ⅓

ex: 9 total BODs, instead of electing 9 each yr, can stagger into ⅓ and elect 3 each 3 years

Question 3

removal of BODs

Answer 3

SH remove and can remove with or without cause

some states: where there is a staggered board, only remove if there is cause

Question 4

BOD must act as a group

Answer 4

–

Question 5

notice requirement for BOD meeting

Answer 5

1. regular meeting? no notice required
2. special meeting? min 2 days notice of date, time, and place unless bylaws state otherwise PURPOSE OF MEETING NEED NOT BE STATED

Question 6

failure to give notice

Answer 6

then whatever happens at meeting voidable unless directors waive notice defect

Question 7

how to waive notice defect

Answer 7

1. in writing any time
2. by attending meeting without objecting at outset of meeting

Question 8

can BODs use proxies

Answer 8

NO

Question 9

Do BODs need quorum at their meetings

Answer 9

yes - need a majority of all directors unless bylaws say otherwise

Question 10

passing a resolution requires

Answer 10

only a majority vote of those present

Question 11

how can a quorum be broken

Answer 11

if ppl leave during the meeting it breaks the quorum, even to go to bathroom

Question 12

if an action is taken by unanimous consent is a writing required

Answer 12

yes but a meeting is not required

Question 13

director does not have power to bind corp unless

Answer 13

have actual authority which arises only if

1. proper notice given for a director’s meeting, quorum present, and majority approve action -OR-
2. unanimous written consent