- [General management powers] “The business and affairs of every corporation organized under this chapter shall be managed by or under the direction of a board of directors, except as may be otherwise provided in this chapter or in its charter. If any such provision is made in the charter, the powers and duties conferred or imposed upon the board of directors by this chapter shall be exercised or performed to such extent and by such person or persons as shall be provided in the charter.”
- [Composition of the board] The board shall consist of 1 or more natural persons. The charter or bylaws may prescribe other qualifications for directors (e.g., to be a stockholder). Their number shall be fixed by, or in the manner provided in, the charter or the bylaws.
[Term] Each director holds office until his/her replacement, removal or resignation. Any director may resign at any time upon notice given in writing or by electronic transmission to the corporation. The resignation is effective upon delivery unless it specifies a later date or a condition. A resignation conditioned upon the director failing to receive a specified vote for reelection may provide that it is irrevocable.
[Quorum] A majority of the total number of directors shall constitute a quorum. The charter or the bylaws may require a greater or lesser number (no less than 1/3).
[Majority decision] “The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board unless the charter or the bylaws shall require a vote of a greater number.” - [Committees] (Paragraph (1) applies to any corporation incorporated prior to July 1, 1996, unless it decides by a majority resolution of the whole board to be governed by paragraph (2). Paragraph (2) applies to any corporation incorporated on or after July 1, 1996.)
- [Same as paragraph (2), except that (a) the board resolution instating the committee must in all cases be passed by a majority of the whole board, and (b) the delegable powers are enumerated individually in paragraph (1) (but the substance seems to be the same)]
- The board may designate committees of 1 or more directors. Any such committee, to the extent provided in the resolution of the board, or in the bylaws, exercises all the powers of the board, except: (i) approving or adopting, or recommending to the stockholders, any matter (other than the election or removal of directors) expressly required by this chapter to be submitted to stockholders for approval or (ii) adopting, amending or repealing bylaws.The board may designate directors as alternate members of any committee, who may replace any absent or disqualified member at any committee meeting. The bylaws may provide that in the absence or disqualification of a committee member at a meeting, the other member(s), whether or not such member(s) constitute a quorum, may unanimously appoint another director as replacement member for such meeting.
- Unless otherwise provided in the charter, the bylaws or the resolution of the board designating the committee, a committee may create subcommittees of 1 or more committee members, and delegate to a subcommittee any or all of the committee’s powers. Except in this subsection (c), every reference in this chapter to a committee includes a subcommittee.
- Quorum and majority requirements for committees are determined by the same rules as for the full board, except that permitted deviations from the default can also be contained in a resolution of the board, or of the committee that created the subcommittee.
- [Staggered board] The charter, an initial bylaw, or a bylaw adopted by a stockholder vote, may divide the directors into up to 3 classes, whose terms of office expire in successive years beginning with class 1 at the first annual meeting after the classification becomes effective. This charter or bylaw provision, as the case may be, may authorize the board then in office to assign its members to the newly created classes.
[Classified board] The charter may confer upon holders of any class or series of stock the right to elect 1 or more directors with such term and voting powers as stated in the charter, which may be greater or less than those of other directors.
[Differential voting rights] More generally, the charter may confer upon any 1 or more directors voting powers greater than or less than those of other directors, including in committee votes. In any such case of unequal director voting rights, every reference in this chapter to a majority or other proportion of the directors shall refer to a majority or other proportion of the votes of the directors. - [Reliance on documents and reports] A member of the board or any committee shall, “in the performance of such member’s duties, be fully protected in relying in good faith upon the records of the corporation and upon such information, opinions, reports or statements presented to the corporation by any of the corporation’s officers or employees, or committees of the board of directors, or by any other person as to matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the corporation.”
- [Action without a meeting] Unless otherwise restricted by the charter or bylaws, (1) the board or any committee may take any action without a meeting if all members consent thereto in writing or by electronic transmission, and (2) a consent may be documented, signed and delivered in any manner permitted by § 116. Any person may give consent to action to be effective at a future time but no later than after 60 days; the consent is revocable until effective. After an action is taken, any consents relating thereto shall be filed with the minutes in the same paper or electronic form as the minutes.
- [Place of meetings] Unless otherwise restricted by the charter or bylaws, the board may hold its meetings, and have offices, outside of this State.
- [Authority to set director remuneration] Unless otherwise restricted by the charter or bylaws, the board shall have the authority to fix the compensation of directors.
- [Telephone board meetings] Unless otherwise restricted by the charter or bylaws, members of the board or any committee may participate in a board/committee meeting by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at the meeting.
- [No-stock corporations] The charter of any nonstock corporation may provide for rules different from those in this section. To the extent it does not, this section applies and all references to the board, its members, and to stockholders shall be deemed to refer to the governing body of the corporation, its members, and the members of the corporation, respectively; and all references to shares thereof shall be deemed to refer to memberships and membership interests.
- [Removal of directors] “Any director or the entire board may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except in the case of a corporation having:
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- staggered or classified board as provided in subsection (d): Unless the charter otherwise provides, shareholders may effect such removal only for cause; or
- cumulative voting: If less than the entire board is to be removed, no director may be removed without cause if the votes cast against such director’s removal would be sufficient to elect such director if then cumulatively voted at an election of the entire board of directors, or, if there be classes of directors, at an election of the class of directors of which such director is a part.
Whenever the holders of any class or series are entitled to elect 1 or more directors by the charter, this subsection shall apply, in respect to the removal without cause of director(s) so elected, to the vote of that class or series and not to the vote of the outstanding shares as a whole.
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