Every
corporation must have a board of directors. The board is generally responsible for setting
policy and procedures. It is the primary governing body in a corporation. The articles and
bylaws of the corporation can restrict the authority of the board.Unless otherwise
provided for in the articles, directors are elected by a plurality of votes cast. The
articles or bylaws may restrict who may serve as a director. The number of directors can
consist of as few as one, or such other number as may be established by the bylaws or
articles.
Board meetings may be held in person or by conference call on a telephone. Instead of a
meeting and unless restricted by the corporation's bylaws or Articles, actions by the
Board can be made by written consent resolutions. Unless otherwise provided by the bylaws
or articles, no notice is required for regular board meetings and notice of board meetings
can be waived.
