Directors’ Meetings

Directors’ Meetings in United States

Practical Information

Note: Some of this information was last updated in 1982

Formal meetings or assemblies of the individual directors of a corporation (in U.S. law) for the purpose of taking joint action on business of the corporation. The board of directors (in U.S. law), acting as a body, has sole authority to manage the corporation in those matters not reserved for action by stockholders. The stockholders cannot take this authority from the board and give it to an individual. Notice of directors’ meetings. Follow the provisions of the bylaws (in U.S. law)

Quorum at directors’ meeting

A directors’ meeting cannot be held unless a quorum (in U.S. law) is present. Consult the bylaws for the number of directors necessary to constitute a quorum. A quorum at a directors’ meeting differs from a quorum at a stockholders’ meeting in that the representation is based upon the number of directors and not upon the amount of stock owned by them. A director cannot give a proxy (in U.S. law) for a directors’ meeting. But corporate action may be taken without a formal directors’ meeting when written consent is obtained from all or a majority of the directors.

The agenda

The agenda consists of an itemized list of matters to be brought up at a meeting. The agenda should follow the order of business as set forth in the bylaws.

Here is a typical in a director’s meeting:

1. Read minutes of last meeting. (Attach a typewritten copy of the minutes of the previous meeting to the corporate secretary’s copy of the agenda.)

2. Submit the following statements: (Here enumerate the reports of officers and committees to be presented to the meeting. Copies of the reports may be attached to the agenda.) 3. Adopt resolution approving minutes of executive committee meetings. (If minutes are long, copies may be made and attached to the agenda.)

4. Business of the meeting. (Here enumerate business to be acted upon indicating each item by a summary of the resolution that is required.)

Material to take to meetings. Pamphlet copy of the corporation laws of the state in which the corporation is organized;

1. Copy of the certificate (in U.S. law) of Incorporation, with marginal notations o: amendments and copies of them;

2. Copy of the bylaws, with marginal notations of amendments and copies of them;

3. Separate sheet for order o: business;

4. Rules and regulations of the corporation, if any, governing the conduct of meetings;

5. Proof of the mailing of notices o: the meeting and, where necessary, of publication;

6. The original call for the meeting and if there has been a demand for a call the original of the demand;

7. The minute book;

8. The corporate seal;

9. Current papers pertaining to the meeting;

10. Blank affidavits, oaths, and the like.

(Revised by Ann De Vries)

What is Directors’ Meetings?

For a meaning of it, read Directors’ Meetings in the Legal Dictionary here. Browse and search more U.S. and international free legal definitions and legal terms related to Directors’ Meetings.


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