Directors

Question 1

Removal

Answer 1

At common law, directors were only removable for breach of a fiduciary duty.

Under the modern trend, directors are removable without cause.

Question 2

Voting: quorum

Answer 2

A quorum—generally, a majority—is required for a director vote.

Question 3

Voting: presence

Answer 3

Voting can be conducted remotely so long as the director can hear and participate.

Question 4

Special meetings

Answer 4

Special meetings require notice at least two days before the meeting.

The notice must include the date, time, and place of meeting. But it need not specify the purpose.

Although a director who does not receive proper notice can object, attendance by the director without prompt objection at the meeting constitutes waiver.