When Directors Meet (UBE & NextGen UBE)

Directors of a corporation must meet, and there are two types of meetings: regular and special meetings. For regular meetings, no notice is required; in contrast, for special meetings at least two days' written notice of the date, time, and place of the meeting is required. The notice need not, however, state the purpose of the meeting. 

If required notice of a meeting is not provided, then whatever happens at the meeting is void unless the directors who were not notified waive the required notice. Waiver can be either in a written notice or by attending the meeting without objection (a sort of implicit waiver). 

Under certain circumstances shareholders can use others (known as proxies) to vote for themselves at shareholder meetings. Not so with directors. Directors cannot allow proxies to enter into voting agreements, and any efforts to do so are void. Directors owe a fiduciary duty to the corporation and must vote on their own.

An important concept related to meetings is the quorum. If a quorum is not present at the meeting, then no vote can move forward. For a meeting of directors, a quorum is a majority of all directors, unless the bylaws state otherwise (though never less than 1/3). Careful not to confuse a quorum with the number of directors required to vote one way or another on a given issue: a quorum is instead an initial question as to whether a vote can even take place. 

If a quorum is present, then a resolution may be passed, provided that a majority of those present vote in favor of the resolution. As an example, assume 11 directors. A majority (6 or more) will constitute a quorum. So, if 6 attend, then a majority of those 6 (4 or more) are required to vote in favor of a resolution for that resolution to pass. Even if the meeting begins with a quorum, that quorum may be lost if people leave. Once a quorum. is no longer present, the board cannot take action (since a quorum is required). 

It's also worth noting that even given all these explicit rules above, any action required to be taken by directors at a formal meeting may be taken by unanimous consent by the directors in writing without a meeting.