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Director Meetings for Corporations

The Board of Directors is typically required to have an annual meeting pursuant to the Bylaws, but is likely to have meetings more often than that. Regular meetings of the Board typically take place

monthly or quarterly, and are specified in the Bylaws. Special meetings may be held when necessary but may only be held upon proper notice, generally at least two days' notice is required.

Some of the actions that may be necessary or desirable for Board approval include the following:

  • Amending the Articles of Incorporation or Bylaws (unless only shareholders are allowed to amend pursuant to Articles of Incorporation or Bylaws);
  • Entering into major contracts, leases, or other obligations;
  • Adopting a stock option plan;
  • Borrowing significant sums and providing the security for the loans;
  • Declaring distributions, dividends, or stock splits;
  • Issuing securities and granting warrants, options, or other rights to purchase securities;
  • Entering into Employment Agreements with key employees;
  • Electing officers of the corporation and setting or changing their compensation and terms of employment;
  • Adopting or amending employee benefit plans;
  • Calling shareholders' meetings;
  • Buying or selling significant assets; and
  • Adopting company policies.

Director Action by Consent

Management: Find Like-Minded Individuals
Host Hattie Bryant of Small Business School interviews Don Dzekciorius of E-Poxy, a construction company based in Albany, New York.