Board of Directors
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Board of Directors’ Meetings
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A Board of Directors generally must conduct a Board meeting to make company decisions. There generally must be a quorum for a Board of Director’s meeting. A quorum represents the minimum amount of directors that must be present to conduct business. For example, if the Board is comprised of 9 directors, the bylaws of the corporation might require a quorum of 7 directors before business can be conducted. So, if only 6 directors show up, nothing can be voted on.

There are also essentially 2 types of directors’ meetings: (i) special, and (ii) scheduled. A special meeting is one called by a majority of the director for a particular purpose or purposes. A scheduled meeting is generally set forth in the corporation’s Bylaws or Articles of Incorporation. The Bylaws usually require a certain amount of meeting per year at certain times to deal with the particular issues of the corporation like monitoring the budget, electing new officers, etc..

The Bylaws or the Board of Directors may give the officers of the corporation, like the Chief Executive Officer (CEO), Chief Financial Officer (CFO), or other officers certain powers to act on behalf of the corporation. Some of these powers might include the power to sign contracts, deposit checks, etc. In return, the officers often have to report and give updates to the Board. The Board holds the officers accountable for their particular jobs and usually has the authority to hire, fire, and/or promote the officers.

The Board may also hire advisory boards that brief the Board of Directors on particular topics, such as how to efficiently cut costs, buy another business, enter a different market, etc. But as previously mentioned, advisory boards hold no power over the corporation. Advisory boards merely act as advisors for the Board of Directors. It is therefore the Board of Directors that holds responsibility for the overall success and failure of the corporation.

Next, let’s briefly take a look at some well-known public corporations’ Boards of Directors.



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