Briefly describe the manner in which a board of directors conducts business.

Question

Quizplus · Accepted Answer

The Answer is A board of directors usually conducts its business at regular or special meetings of the board. Regular meetings of a board of directors are held at the times and places established in the bylaws. A board can call special meetings of the board of directors as provided in the bylaws. Special meetings are usually convened for reasons such as issuing new shares, considering proposals to merge with other corporations, adopting maneuvers to defend against hostile takeover attempts, and the like. The board of directors may act without a meeting if all the directors sign written consents that set forth the actions taken. A simple majority of the number of directors established in the articles of incorporation or bylaws usually constitute a quorum of the board of directors for transacting business. However, the articles of incorporation and the bylaws may increase this number. If a quorum is present, the approval or disapproval of a majority of the quorum binds the entire board. The articles of incorporation or the bylaws can require a greater than majority of directors to constitute a quorum of the vote of the board. The board of directors authorizes actions to be taken on behalf of the corporation by adopting resolutions. The resolution is put forward by a member of the board, usually seconded by another board member, and then put to the vote of the entire board of directors. Corporate resolutions are recorded in the written minutes of the board of directors' meetings and specify the action taken by the board of directors. Resolutions can be adopted for many subjects that affect the corporation.

Briefly Describe the Manner in Which a Board of Directors