The directors listed when the non-profit applied to incorporate make up the first Board of Directors. They have an initial meeting to make some organizational decisions and then continue to meet as needed.
The directors can do a number of things at the first meeting including...
After this initial meeting, the board of directors continues to meet to deal with the affairs of the corporation. How often the board of directors is required to meet may be set out in the bylaws.
In most cases the board makes decisions at meetings of the directors. No one can act for a director at a meeting. Subject to the bylaws, a director, with the consent of the other directors, can participate in a meeting and vote by telephone or other electronic means. A board can make a decision without a meeting if all the directors entitled to vote on the matter sign a written resolution. The written resolution can be signed electronically.
The first meeting of the board can be called by any director appointed when the corporation was created. The other directors must be given at least 5 days’ notice of the time and place of the meeting.
After the first meeting the notice required for subsequent meetings can be set out in the bylaws. In some cases the notice must state what business will be discussed at the meeting such as when the board is meeting to fill a vacancy on the board, to approve Financial Statements or to pass a bylaw. Directors can waive notice of meeting and are considered to have waived notice if they attend unless it is only to object to the meeting being held.
Before business can be transacted at a directors' meeting, there must be a quorum. The number of directors needed to make up a quorum is determined in one of three ways. The Articles may state...