50-State Surveys › Corporate Board Meeting and Written-Consent Requirements by State
Corporate Board Meeting and Written-Consent Requirements by State
How may the board of an ordinary domestic private business corporation call and conduct a meeting or act without one, and what notice, waiver, remote-participation, quorum, vote, dissent, consent, committee, and record rules apply?
51 of 51 jurisdictions verified
every entry statute-checked, oldest 2026-08-15
What this survey covers
A board can act at a properly conducted meeting or, when state law and the corporation's governing documents permit it, without a meeting by written or electronic consent. Those routes are not interchangeable. A remote meeting uses communications during a meeting—usually simultaneous, though Vermont expressly allows sequential communication—while consent rules focus on who must sign, when the action becomes effective, and what record or later notice is required.
This survey follows ordinary board procedure from the call and notice through participation, quorum, voting, dissent, consent, committees, and corporate records. It keeps procedural validity separate from the substantive approval and fiduciary rules for the transaction the board is considering.
The comparison axes
The table preserves the denominator that matters. A quorum may be measured by the fixed or prescribed board size, directors then in office, specially elected groups, or another statutory baseline. Approval may then turn on directors present, all serving directors, a specially weighted vote, or the threshold stated in the articles or bylaws.
Action without a meeting has its own architecture. Some statutes default to unanimity; others permit the number that would approve the action at a meeting and add notice for directors who did not consent. Electronic signatures, delivery, revocation, future effectiveness, and retention also vary independently.
Committees create a third layer. A committee may exercise broad board power but still lack authority over listed shareholder submissions, bylaws, charter changes, mergers, distributions, or share issuance unless the statute and the delegation instrument allow the specific act. The comparison therefore keeps committee power and ordinary board procedure in separate rows.
Patterns across the states
The most common Model Act pattern is no notice for a regular meeting, at least two days' notice for a special meeting, a majority quorum, and approval by a majority present. But caller authority is not uniform. Some statutes name the chair, president, secretary, or a specified number of directors; others allow any director; many leave the call entirely to the bylaws. Alaska instead uses ten days for written special notice or 72 hours for electronic or person-to- person notice and ordinarily requires the notice to state the business and purpose.
Quorum depends on the right denominator. Many Model Act states distinguish a fixed board from a variable-range board and permit a governing-document quorum no lower than one-third. Other statutes measure directors in office, the entire board without vacancies, the whole authorized board, or directors serving. Colorado does not permit a reduction below a majority, while Michigan, Maryland, Minnesota, and Nevada state no express floor. Minnesota allows business to continue after quorum is lost and adds a separate vote floor; Louisiana has a narrower continuation rule.
Unanimous written action is the majority rule, but it is not universal. Wyoming uses the requisite number and adds ten-day notice to nonconsenting or nonvoting directors. Tennessee separates consent and approval thresholds. Minnesota permits an articles-authorized meeting-equivalent threshold with immediate notice, Texas gives governing documents unusual control, and Nevada has narrow written-abstention exceptions. Delivery, electronic form, revocation, future effectiveness, and filing with minutes vary independently.
Committee authority also divides sharply. Some statutes list only a few powers that cannot be delegated, while others limit distributions, shares, mergers, bylaws, vacancies, and conflict transactions in detail. Minnesota and Nevada permit some nondirector committee members; Washington permits a one-member committee. Emergency-board routes and defective-action ratification systems exist only in particular states and should not be generalized.
All 51 exact CTA slugs are empty after live review. The pages that did resolve either rendered a Delaware-law resolution or materially misstated the relevant state's procedure. Massachusetts H.3323 remains pending, and Oklahoma HB 3498 adds final-form approval and pre-filing ratification rules on November 1, 2026.
Scope boundaries
This is a procedure survey for an ordinary private business corporation. It does not decide whether a proposed contract, financing, dividend, recapitalization, conflict transaction, acquisition, amendment, merger, asset sale, or dissolution is substantively lawful or advisable. It also does not replace the corporation's current governing documents or the separate federal and state rules that apply to public, regulated, nonprofit, professional, or insolvent corporations.
Get this answered for your state
This survey compares every state side by side. Ask about your specific situation and see what your state's law says, with citations to the statutes.
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| State | Governing law, entity, board, and action scope | Regular, special, emergency, call, place, and adjournment | Notice timing, purpose, delivery, and waiver | Remote participation, identity, communication, and presence | Quorum denominator, board size, floor, and loss | Vote, dissent, abstention, and presumed assent | Written consent, delivery, effect, and notice | Committees, action, and nondelegable matters | Minutes, records, ratification, and dispute boundaries |
|---|---|---|---|---|---|---|---|---|---|
| Alabama verified 2026-08-16 | Alabama Business Corporation Law; ordinary corporation has a board that exercises corporate powers and directs/oversees management unless a qualifying shareholder agreement or permitted certificate limit changes the allocation (§§ 10A-2A-1.01, -8.01) |
Regular/special meetings may be in/out of Alabama; governing documents supply ordinary caller and adjournment rules; emergency bylaws may change calls/quorum/substitutes, with practicable notice and officer substitutes during catastrophe (§§ 10A-2A-2.06, -3.03, -8.20) |
Regular meetings default to no notice; special meetings default to at least 2 days' notice of place-if-any/date/time, with purpose unnecessary; any delivery method subject to electronic rules; signed delivered waiver or nonobjecting attendance waives (§§ 10A-2A-1.41, -8.22 to -8.23) |
Unless certificate/bylaws restrict, any/all directors may use communications through which all participants simultaneously hear one another; participation counts as presence in person (§ 10A-2A-8.20(b)) |
Default is majority of the number specified/fixed under certificate/bylaws; no separate variable-range formula; documents may vary quorum but not below one-third; quorum must exist when vote occurs (§§ 10A-2A-8.03, -8.24(a)-(c)) |
Default act is affirmative majority of directors present with quorum; certificate/bylaws or chapter may require more; presence implies assent unless timely objection, recorded dissent/abstention, or prompt written notice preserves it (§ 10A-2A-8.24(c)-(d)) |
Unless governing documents require a meeting, every director signs consent describing action and delivers it; act occurs when all signed consents are delivered; future effect may be set within 60 days and consent may be revoked before all unrevoked consents arrive; electronic signing qualifies (§§ 10A-1-1.03, 10A-2A-8.21) |
Board may create one-or-more-director committees by greater of majority of all directors in office or governing-document action number; board procedure applies; distributions, shareholder-required acts, vacancies, bylaws, and certificate changes are barred/limited; alternates allowed (§ 10A-2A-8.25) |
Maintain board/committee minutes and no-meeting action records for reasonable-time inspection; director duties and current conflict-authorization/ratification rules remain separate, as do public-company and disputed-authority issues (§§ 10A-2A-8.30, -8.60, -16.01) |
| Alaska verified 2026-08-16 | Alaska Corporations Code; corporate powers and business are exercised by or under a board, subject to statutory, article, and committee delegations; board has 1+ directors and defaults to 3 if unset (AS 10.06.450(a), .453(a), .995) |
Chair, president, vice-president, secretary, or any director may call; meetings may be at a bylaw-designated in/out-state place, remote, or hybrid; no express emergency or adjournment rule in these sections (AS 10.06.470(a)) |
Preset regular meeting needs no notice; special meeting follows bylaws or defaults to writing sent 10 days before or electronic/person-to-person notice 72 hours before; purpose/business disclosure defaults required; signed or attendance waiver (§ 10.06.470(b)-(c)) |
Remote communication may be used for remote or hybrid meetings and counts as in-person presence; unless articles/bylaws prohibit, simultaneous conference-telephone or similar communication is valid (§§ 10.06.470(a), .475(a)) |
Majority of number fixed by articles/bylaws; only a greater governing-document threshold is stated; variable-board exact number must be fixed within range, and unset board defaults to 3; same rule governs committees (§§ 10.06.230(a), .453(a), .473) |
Majority present at a quorate meeting acts unless articles/bylaws require more; present director is presumed assenting unless dissent entered in minutes, filed before adjournment, or immediately mailed certified afterward; yes-voter cannot dissent (§§ 10.06.450(e), .473(a)) |
Unless articles/bylaws prohibit, all board/committee members must sign written consents identical in content and stating the action; file them with minutes; statute gives them effect of unanimous vote and states no separate electronic-consent or later-notice route (§ 10.06.475(b)) |
If articles/bylaws authorize, majority of entire board may designate member committees, normally with 2+ members unless whole board has fewer than 3; nine listed powers are barred or limited; board procedure applies (§§ 10.06.468, .470, .473, .475) |
Keep correct and complete board/committee minutes, written or reasonably convertible to writing; consents must be filed with minutes; conflicts and duty-of-care outcomes remain separate (§§ 10.06.430(a), .450(b)-(e), .475(b), .478) |
| Arizona verified 2026-08-15 | Arizona Business Corporation Act, Title 10, chapters 1-17; a board exercises corporate powers and directs management subject to article and qualifying shareholder-agreement limits (A.R.S. § 10-801) |
Regular/special meetings may be in or outside Arizona; ordinary statutes do not name an individual caller or general adjournment rule; emergency bylaws/powers may alter call, notice, quorum, and membership during defined emergencies (§§ 10-207, 10-303, 10-820) |
Regular meetings default to no notice; special meetings default to at least 2 days' notice of date/time/place, with no purpose required; broad personal, phone, electronic, mail/carrier methods apply; signed waiver or qualified attendance waives (§§ 10-141, 10-822-.823) |
Unless articles/bylaws say otherwise, the board may permit any or all directors to use communications through which all participants simultaneously hear one another; participation counts as in-person presence (§ 10-820(B)) |
Fixed board: majority of fixed number; variable board: majority of prescribed number, or directors in office immediately before meeting if none prescribed; documents may authorize at least a one-third quorum; quorum must exist at vote (§§ 10-803, 10-824(A)-(C)) |
With quorum, majority of directors present acts unless articles/bylaws require more; presence presumes assent unless timely call objection, minutes entry, or written dissent/abstention by adjournment or 5 p.m. next business day; affirmative voter cannot dissent (§ 10-824(C)-(E)) |
Default requires all directors; one or more written/electronic consents must describe the action, aggregate all signatures, and be kept in the minutes' format; effective at last signature or stated date; revocable to president/secretary before last signature (§ 10-821) |
Board creates one-or-more-director committees under the greater-of approval rule; board meeting/consent rules apply; nine listed matters remain barred or limited, including distributions, shareholder submissions, vacancies, bylaws, certain mergers, shares, and director pay (§ 10-825) |
Keep permanent board minutes, board consents, and delegated committee actions in written or reasonably convertible form; Title 10 has no standalone defective-action validation chapter; conduct, conflict, public-company, and contested-authority issues remain separate (§ 10-1601; Title 10 index) |
| Arkansas verified 2026-08-16 | Arkansas Business Corporation Act of 1987, Ark. Code §§ 4-27-101 to -1706; ordinary corporation generally has a one-or-more-individual board directing corporate powers and affairs. A corporation with 50 or fewer shareholders may allocate some/all board duties in its articles (§§ 4-27-801, -803) |
Regular/special meetings may be in or outside Arkansas; ordinary board sections name no default caller or adjournment rule, so articles/bylaws govern. Majority of named initial directors calls the formation meeting; emergency bylaws may set calls, quorum, and substitutes when catastrophe prevents readily assembling quorum (§§ 4-27-205 to -207, -820) |
Regular meetings default to no date/time/place/purpose notice; special meetings default to at least 2 days' notice of date/time/place, with purpose unnecessary. General notice may be reasonable oral or written and sent in person, by telephone/wireless means, mail, or carrier. Signed written waiver filed with records or nonobjecting attendance waives (§§ 4-27-141, -822 to -823) |
Unless articles/bylaws provide otherwise, board may permit any/all directors to use communications through which all participants simultaneously hear one another; participation counts as presence in person; no separate identity or vote-record condition (§ 4-27-820(b)) |
Fixed board: majority of fixed number; variable board: majority of prescribed number or, if none, number in office immediately before meeting. Articles/bylaws may increase or lower to no fewer than one-third of fixed/prescribed number; quorum must be present when vote occurs (§§ 4-27-803, -824(a)-(c)) |
Default act is affirmative majority of directors present with quorum; articles/bylaws may require more. Presence implies assent unless timely meeting objection, recorded dissent/abstention, or written notice before adjournment/immediately after preserves it; favorable voter cannot dissent (§ 4-27-824(c)-(d)) |
Unless articles/bylaws provide otherwise, all board members sign one or more written consents describing the action; retain with minutes or corporate records. Effective when last director signs unless consent states another date; statute states no delivery, revocation, electronic-signature, collection-period, or nonconsenter-notice rule (§ 4-27-821) |
Board may create 2+-director committees by greater of majority of directors in office or governing-document action number; board procedure applies. Eight listed matters are barred/limited, including distributions, shareholder-required action, vacancies, charter/bylaw changes, certain mergers, share reacquisition, and share issuance (§ 4-27-825) |
Keep permanent board minutes and records of board no-meeting and committee-in-place action; written or reasonably paper-convertible form allowed. No general defective-action ratification system appears in the Act; duties, conflicts, public-company rules, transaction approvals, and disputes remain separate (§§ 4-27-1601, -830 to -831) |
| California verified 2026-08-15 | California General Corporation Law; business and powers are managed by or under the board's ultimate direction, subject to shareholder approvals, articles, and permitted close-corporation agreements (§ 300) |
Default callers: chair, president, any vice president, secretary, or any two directors; meetings may be in/out of state; majority present may adjourn, with notice if over 24 hours; statutory emergency powers and bylaws apply (§§ 207, 212, 307(a)) |
Regular meetings need no notice if time/place fixed; special default is 4 days by mail or 48 hours personally, by telephone/voice message, or corporate electronic transmission; purpose unnecessary; writing, consent, minutes approval, or nonprotesting attendance waives (§ 307(a)(2)-(3)) |
Telephone/video counts as in-person presence if all participants can hear one another; other electronic participation requires concurrent communication and ability to propose or object to action (§ 307(a)(6)) |
Default majority of authorized number; variable board uses exact number fixed within the bylaw range; floor is one-third and at least 2 unless a one-director board; after withdrawals, action needs at least a majority of the required quorum (§§ 212(a), 307(a)(7)-(8)) |
Default majority of directors present with quorum; articles may require more and bylaws may require majority of authorized number, but documents cannot use less than majority present; no general presumed-assent rule (§§ 204(a)(5), 307(a)(8)) |
All serving directors generally consent in writing and their number must constitute quorum; special disclosed interested/common-director written abstention can count toward unanimity; file consents with minutes; no statutory future-effect, revocation, or later-notice procedure (§ 307(b)) |
Board majority of authorized number creates a 2-or-more-director committee and appoints alternates; § 307 procedure applies; committee cannot approve shareholder-reserved acts, fill vacancies, set director compensation, amend bylaws/protected resolutions, freely set distributions, or appoint committees (§§ 307(c), 311) |
Keep board/committee minutes and consents in written or convertible tangible form; § 119 offers board/shareholder ratification or court validation for otherwise lawful defective action but excludes duty, conflict, loan, and distribution violations (§§ 119, 1500) |
| Colorado verified 2026-08-15 | Colorado Business Corporation Act, C.R.S. arts. 101-117; an ordinary domestic for-profit corporation has a board unless its articles provide another arrangement, and the board normally directs corporate powers and affairs (§§ 7-101-401(11), 7-108-101, -103) |
Regular/special meetings may be in/out of Colorado or entirely remote with no designated place; the Act states no ordinary caller or adjournment default. Catastrophic-event emergency bylaws/powers can alter call, notice, quorum, and participants (§§ 7-102-107, 7-103-103, 7-108-201) |
Regular meetings default to no notice; special meetings default to at least 2 days of date/time/place or remote access, with no purpose required. Written notice is usual but reasonable oral notice and personal, phone, electronic, mail, or carrier delivery are allowed; signed or qualified-attendance waiver applies (§§ 7-90-105, 7-108-203 to -204) |
Unless bylaws provide otherwise, board may allow a director to participate, or conduct the whole meeting, by communications through which all participating directors hear one another; qualifying participation counts as presence in person (§ 7-108-201) |
Fixed board: majority of fixed number. Variable board: majority of fixed number or, if none fixed, directors in office immediately before meeting. Bylaws may require more but cannot reduce below those majority baselines; quorum must exist when vote occurs (§§ 7-108-103(2), 7-108-205(1)-(3)) |
With quorum, majority present acts unless the Act/bylaws require more. Presence presumes assent unless a timely meeting objection, contemporaneous minutes request, or notice of specific dissent/abstention is received; an affirmative voter cannot dissent (§ 7-108-205(3)-(5)) |
Unless bylaws require a meeting, all directors must consent in writing; action occurs at last signed writing unless a signed revocation is received first. Directors may set another effective date; electronic records/signatures qualify. Keep the action as a permanent record; no later notice rule (§§ 7-90-102, 7-108-202, 7-116-101) |
Board creates 1+ director committees by greater of majority in office or bylaw action threshold; board procedure applies. Eight matters are barred/limited: distributions, shareholder-required action, vacancies, articles, bylaws, no-vote conversion/merger, reacquisition, and shares (§ 7-108-206) |
An officer must be assigned preparation/maintenance of minutes and records; permanently keep board minutes, no-meeting actions, committee actions, and waivers in writing. Defective-action ratification requires specified board action, applicable approval, notice, and filing steps and has a 120-day challenge window (§§ 7-103-106, 7-108-301(3), 7-116-101) |
| Connecticut verified 2026-08-16 | Connecticut Business Corporation Act, Conn. Gen. Stat. §§ 33-600 to -998; ordinary corporation has a one-or-more-individual board exercising corporate powers and directing management, subject to certificate/shareholder-agreement limits (§§ 33-735, 33-737) |
Regular/special meetings may be in or outside Connecticut; general board sections name no ordinary caller or adjournment rule, so certificate/bylaws govern. Formation-only meeting is called by majority of initial directors; emergency bylaws may set calls, quorum, and substitutes when catastrophe prevents readily assembling quorum (§§ 33-639 to -641, 33-748) |
Regular meetings default to no notice; special meetings default to at least 2 days' notice of date/time/place, with purpose unnecessary; general delivery rules include reasonable oral and consented/authorized electronic methods. Written signed waiver filed with records or nonobjecting attendance waives (§§ 33-603, 33-750 to -751) |
Unless certificate/bylaw provides otherwise, board may permit any/all directors to use communications through which all participants simultaneously hear one another; participation counts as presence in person; no separate identity or vote-record condition (§ 33-748(b)) |
Fixed board: majority of fixed number; variable board: majority of prescribed number or, if none, number in office immediately before meeting. Documents may increase or lower to no fewer than one-third of fixed/prescribed number; quorum must be present when vote occurs (§§ 33-737, 33-752(a)-(c)) |
Default act is affirmative majority of directors present with quorum; certificate/bylaw may require more. Presence implies assent unless timely meeting objection, recorded dissent/abstention, or written notice before adjournment/immediately after preserves it; favorable voter cannot dissent (§ 33-752(c)-(d)) |
Unless certificate/bylaws specifically require a meeting, each director signs a consent describing action and delivers it; all unrevoked consents make the act on delivery, subject to a specified effective time. Signed revocation is effective before all unrevoked consents arrive; electronic record/signature/delivery qualify; no nonconsenter notice because unanimity (§§ 33-601, 33-603, 33-749) |
Board may create one-or-more-director committees by greater of majority of directors in office or governing-document action number; board procedure applies. Distributions outside board formula/limits, shareholder-required action, board/most committee vacancies, and bylaws are barred; alternates/substitutes allowed (§ 33-753) |
Keep permanent board minutes and records of board no-meeting and committee-in-place action; electronic form or paper-convertible form allowed. Separate defective-action ratification uses the action's current quorum/vote and may require shareholder approval/notice/filing; duties, conflicts, public-company rules, and disputes remain separate (§§ 33-606a to -606g, 33-945) |
| Delaware verified 2026-08-16 | Delaware General Corporation Law; corporate business and affairs are managed by or under a board's direction unless the DGCL or certificate provides otherwise; the board has 1+ natural persons (8 Del. C. § 141(a)-(b)) |
Certificate/bylaws govern ordinary callers, schedule, and adjournment; board may meet outside Delaware; emergency bylaws may let any officer/director call and alter quorum/substitutes during listed attacks, disasters, catastrophes, epidemics/pandemics, or similar emergencies (§§ 109-110, 141(g)) |
DGCL gives no general board-meeting notice period; certificate/bylaws control; signed written or electronic waiver before/after is equivalent to notice, and attendance waives unless the person objects at the outset because the meeting was not lawfully called (§§ 109, 229) |
Unless certificate/bylaws restrict it, board and committee members may use conference telephone or other equipment through which all participants hear each other; participation counts as presence (§ 141(i)) |
Default board quorum is a majority of the total board; certificate/bylaws may require more, and bylaws may lower it only if the certificate permits and never below 1/3; committee quorum defaults to a majority then serving with the same 1/3 floor (§ 141(b), (c)(4)) |
With quorum, a majority present ordinarily acts; governing documents may require more and the certificate may create unequal director voting power; DGCL states no general presence-equals-assent or dissent formula (§ 141(b), (d)) |
Unless certificate/bylaws restrict it, all board/committee members consent in writing/electronically; § 116 methods apply; future effect up to 60 days and pre-effect revocation are allowed; file consents with paper/electronic minutes (§ 141(f)) |
Board may designate one-or-more-director committees/subcommittees and alternates; delegation cannot cover stockholder-required action or bylaws, with legacy-corporation and governing-document nuances; committee quorum/vote defaults are statutory (§ 141(c)) |
File consents with minutes; minute books may use electronic/network storage convertible to legible paper; defective-act ratification requires detailed board resolutions and may require stockholder approval, notice, filings, or Chancery validation (§§ 141(f), 204-205, 224) |
| District of Columbia verified 2026-08-16 | D.C. Business Corporation Act; each corporation has a board exercising corporate powers and managing/overseeing activities and affairs, subject to articles and authorized shareholder agreements; board has 1+ individuals (D.C. Code §§ 29-306.01, .03) |
Regular/special meetings may be inside or outside DC; statute does not name an authorized caller or state a general emergency/adjournment rule, so articles/bylaws and valid board rules must supply those details (§§ 29-306.20, .22) |
Regular meetings default to no notice; special meetings need 2+ days' date/time/place notice, variable by articles/bylaws, with no purpose required; general delivery/electronic rules apply; signed-record or qualified-attendance waiver (§§ 29-301.03, 29-306.22-.23) |
Unless articles/bylaws say otherwise, any/all directors may join or conduct meeting by means allowing every participant to hear every other participant simultaneously; participation counts as in-person presence (§ 29-306.20(b)) |
Majority of fixed number, or for variable range prescribed number/otherwise number in office immediately before meeting; articles/bylaws may require more or reduce to no less than 1/3; statute states no quorum-survival-after-loss rule (§ 29-306.24(a)-(b)) |
Majority present at time of vote acts unless greater articles/bylaws threshold; presence presumes assent unless meeting objection, minute-recorded dissent/abstention, or written notice before/immediately after adjournment; yes-voter cannot dissent (§ 29-306.24(c)-(d)) |
Unless articles/bylaws require a meeting, each director signs a consent in a record describing action and delivers it; act occurs when all unrevoked consents delivered, may state effective time, and consent is revocable before completion; no nonconsenter notice because unanimity (§ 29-306.21) |
Board creates member committees by greater of majority of directors in office or governing-document action count; board procedure applies; no distributions outside board formula/limits, shareholder-required action, board vacancies, or bylaw changes; alternate/substitute routes (§ 29-306.25) |
Keep permanent board minutes and records of board/committee action without meeting, in writing or reasonably convertible form; waiver filed with minutes/records; public-company oversight, fiduciary, conflict, transaction, and disputed-validity issues remain separate (§§ 29-306.23, 29-313.01) |
| Florida verified 2026-08-15 | Florida Business Corporation Act; every corporation has a board unless a qualifying shareholder agreement provides otherwise, and powers/business remain under board authority, direction, and oversight (§ 607.0801) |
Chair or president calls unless articles/bylaws change it; meetings may be in/out of Florida; majority present may adjourn with notice treatment in § 607.0820(2); emergency bylaws/powers permit practicable notice and substitute officers (§§ 607.0207, 607.0303) |
Regular meetings may be notice-free; special default is at least 2 days stating date/time/place, with governing-document variation; purpose unnecessary unless documents require; signed waiver or attendance without a timely objection and later vote/consent waives (§§ 607.0141, 607.0822-.0823) |
Unless articles/bylaws provide otherwise, any or all directors may use a communication method through which all participating directors simultaneously hear each other; participation counts as in-person presence (§ 607.0820(4)) |
Default majority of number specified/fixed under articles/bylaws; documents may vary but not below one-third; special voting rights alter vote denominators; quorum must exist when vote is taken (§§ 607.0803-.0804, 607.0824(1)-(4)) |
Default affirmative majority of directors present with quorum; documents may require more; presence deems assent unless director timely objects to meeting/business or votes against or abstains (§ 607.0824(3)-(5)) |
Default all board/committee members; one or more writings describe action, each signer signs and delivers; effective on last signature/delivery unless different date; revocable before all unrevoked consents delivered; electronic signatures/delivery can qualify (§§ 607.01401, 607.0821) |
Majority of directors in office establishes, appoints, dissolves, or removes members unless law/documents differ; one or more directors only; board procedure applies; shareholder-reserved action, vacancies, bylaws, and unrestricted reacquisition remain nondelegable (§ 607.0825) |
Keep minutes and no-meeting action records available for inspection; defective-action ratification uses original-action quorum/vote and any required shareholder approval; conflict, fiduciary, public-company, and transaction statutes remain separate (§§ 607.0147-.0148, 607.1601) |
| Georgia verified 2026-08-15 | Georgia Business Corporation Code; each ordinary corporation has a board that exercises corporate powers and manages, directs, and oversees the business, subject to statutory, articles, and qualifying shareholder-agreement exceptions (§ 14-2-801) |
Articles/bylaws supply ordinary caller and adjournment procedure; regular/special meetings may be in or outside Georgia; catastrophic-emergency bylaws and powers may alter calls, quorum, notice, and substitute directors (§§ 14-2-207, 14-2-303, 14-2-820) |
Regular meetings may be notice-free; special default is at least 2 days stating date/time/place, with articles/bylaw variation; purpose is unnecessary; signed writing/e-transmission or attendance without a preserved objection waives (§§ 14-2-141, 14-2-822-.823) |
Unless articles/bylaws provide otherwise, any or all directors may use communications through which all participating directors simultaneously hear each other; participation counts as presence (§ 14-2-820(b)) |
Fixed-board default is majority of fixed number; variable-board default is majority of prescribed number or, if none, directors in office immediately before meeting; documents may reduce to no fewer than one-third or require more; quorum must exist when vote occurs (§ 14-2-824(a)-(c)) |
Default act is affirmative majority of directors present with quorum; greater document/statutory thresholds and weighted votes may apply; presence deems assent unless timely objection, recorded dissent/abstention, or delivered notice preserves it (§ 14-2-824(c)-(e)) |
Unless articles/bylaws require a meeting, every director signs consent describing the action and delivers it; revocation works before all unrevoked consents arrive; action occurs on delivery of all consents or a stated effective time; electronic signature/transmission qualifies (§§ 14-2-140, 14-2-821) |
Board may create one-or-more-director committees and alternates; §§ 14-2-820-.824 procedure applies; delegation controls, but shareholder-required action, board/committee vacancies, most board-only charter amendments, and bylaws remain barred (§ 14-2-825) |
Keep permanent board minutes, executed no-meeting consents, committee-action records, and notice waivers in written or convertible form; fiduciary, conflict, public-company, and disputed-authority issues remain separate (§§ 14-2-830, 14-2-1601) |
| Hawaii verified 2026-08-16 | Hawaii Business Corporation Act; each corporation ordinarily has a board that exercises corporate powers and directs management, subject to stated exceptions and the articles (HRS §§ 414-1, 414-191) |
Regular/special meetings may be in or outside Hawaii; bylaws may regulate calls and scheduling; emergency bylaws may set call, quorum, and substitute-director rules when catastrophe prevents assembling a quorum (HRS §§ 414-36 to -37, 414-211) |
Regular meetings default to no notice; special meetings default to at least two days' notice of date, time, and place, with no purpose required; written/electronic waiver or nonobjecting attendance waives (HRS §§ 414-213 to -214) |
Unless articles/bylaws provide otherwise, any or all directors may participate through a method allowing all participants to hear one another simultaneously; participation counts as presence in person (HRS § 414-211(b)) |
Default quorum is a majority of the fixed board or, for a variable range, the prescribed number or directors in office immediately before the meeting; documents may lower it only to one-third, and quorum must exist when voting (HRS § 414-215(a)-(c)) |
With quorum, a majority of directors present ordinarily acts; presence presumes assent unless the director timely objects or records/delivers dissent or abstention, and a favorable voter cannot dissent (HRS § 414-215(c)-(d)) |
Unless articles/bylaws provide otherwise, all directors must give written signed or authorized electronic consent describing the action; retain it with minutes/records; effect is the last consent unless another date is specified (HRS § 414-212) |
Board-created committees need at least two directors and the greater statutory approval vote; board procedure rules apply, but distributions, shareholder-required action, listed vacancies, bylaws, certain mergers, and listed share actions remain restricted (HRS § 414-216) |
Minutes must record meeting time/place, type, notice and method, directors present, and proceedings; records may use storage convertible to legible paper, and consents stay with minutes/records; fiduciary, conflict, and validity disputes remain separate (HRS §§ 414-212, 414-470) |
| Idaho verified 2026-08-16 | Idaho Business Corporation Act; a one-or-more-person board exercises corporate powers and directs management, subject to statutory and governing-document exceptions (§§ 30-29-101, -801, -803) |
Regular or special meetings may be inside or outside Idaho; bylaws may supply caller and adjournment rules; emergency bylaws may alter call, quorum, and director composition during a catastrophe (§§ 30-29-206 to -207, -820) |
Regular meetings default to no notice; special meetings need at least two days' notice of date, time, and place, but not purpose; signed delivery or qualifying attendance waives notice (§§ 30-29-141, -822 to -823) |
Unless articles/bylaws restrict it, any or all directors may use communications through which all participants simultaneously hear one another; participation counts as presence in person (§ 30-29-820) |
Default quorum is a majority of the number specified or fixed under the articles/bylaws; those documents may raise or lower it but not below one-third; quorum must be present when the vote is taken (§ 30-29-824(a)-(c)) |
With quorum, a majority present ordinarily acts; presence presumes assent unless the director timely objects or records/delivers dissent or abstention, and a favorable voter cannot later dissent (§ 30-29-824(c)-(d)) |
Unless articles/bylaws require a meeting, every director must sign a consent describing the action and deliver it; all signed consents make the act, a later effective time is allowed, and pre-completion revocation is allowed (§ 30-29-821) |
Board-approved one-or-more-director committees use the board procedure rules and may exercise delegated power, but cannot exceed distribution limits, approve shareholder-required action, fill listed vacancies, or alter bylaws (§ 30-29-825) |
Maintain board/committee minutes and records of action without a meeting; defective-action ratification needs a detailed board action, sometimes shareholder approval, and remains subject to judicial validation and a 120-day challenge limit (§§ 30-29-145 to -152, -1601) |
| Illinois verified 2026-08-15 | Illinois Business Corporation Act of 1983; each ordinary corporation has a board that manages or directs its business, distinct from close-corporation and special-entity rules (§ 8.05) |
Bylaws supply ordinary caller and adjournment procedure; regular/special meetings may be in or outside Illinois; shareholder-approved emergency bylaws may alter calls, quorum, and votes only in a civil-defense emergency (§§ 2.25, 2.30, 8.20) |
Bylaws prescribe notice timing and method with no statutory default; purpose need not appear; attendance waives unless solely to object that the meeting was unlawfully called or convened (§ 8.25) |
Unless articles/bylaws prohibit it, board or committee members may use conference telephone or other equipment if all can hear each other; participation counts as attendance and presence in person (§ 8.15(d)) |
Fixed-board default is majority of the bylaw-fixed or articles/incorporator number; variable-board default is majority in office but at least majority of range minimum; documents may require more, and quorum must exist for the act (§§ 8.10, 8.15(a)-(c)) |
Default act is majority present with quorum, subject to a greater articles/bylaw vote; presence conclusively presumes assent unless dissent is entered, filed before adjournment, or immediately sent by registered/certified mail; abstention alone is not listed (§§ 8.15(c), 8.65(b)) |
Unless articles/bylaws prohibit it, all directors entitled to vote on the matter must sign one or more written approvals stating the action; deliver them to the secretary for corporate records; effect follows final approval unless another date is stated (§ 8.45) |
Articles/bylaws must authorize; board majority creates one-or-more-director committees; default quorum is committee majority and action is majority of quorum, with unanimous written consent; nine listed board matters remain barred (§ 8.40) |
Keep correct and complete board/committee minutes and file consents in corporate records; conflict-transaction approval or ratification under § 8.60 is separate from general procedural validity, fiduciary, public-company, and litigation questions (§§ 7.75, 8.45, 8.60) |
| Indiana verified 2026-08-15 | Indiana Business Corporation Law, IC 23-1 (with IC 23-0.5/23-0.6 references); board directs corporate powers subject to articles, but a corporation with 50 or fewer shareholders may dispense with/limit board authority in its articles; board has 1+ individuals (§§ 23-1-17-1, -3; 23-1-33-1, -3) |
Regular/special meetings may be in/out of Indiana; ordinary board chapter supplies no individual-caller or adjournment default; emergency bylaws/powers may alter call, notice, quorum, and membership for specified extraordinary events (§§ 23-1-21-7, 23-1-22-3, 23-1-34-1) |
Regular meetings default to no notice; special meetings default to at least 2 days of date/time/place but articles/bylaws may set longer/shorter; purpose defaults unnecessary; notice is written/electronic unless oral authorized, with personal/phone/mail/electronic routes; signed waiver or qualified attendance waives (§§ 23-1-20-29, 23-1-34-3 to -4) |
Unless articles/bylaws say otherwise, board may permit any/all directors to use communications through which all participants simultaneously hear one another; participation counts as in-person presence (§ 23-1-34-1(b)) |
Fixed board: majority of fixed number; variable board: majority of prescribed number, or directors in office immediately before meeting if none prescribed; articles/bylaws may require more or authorize no fewer than one-third; quorum must exist at vote (§§ 23-1-33-3, 23-1-34-5(a)-(c)) |
With quorum, majority of directors present acts unless articles/bylaws provide otherwise; presence presumes assent unless timely call objection, minutes entry, or written dissent/abstention before adjournment or immediately to secretary afterward; affirmative voter cannot dissent (§ 23-1-34-5(c)-(d)) |
Unless articles/bylaws require a meeting, all directors must sign written consent describing the action, file it with minutes/records, and deliver it to secretary; effective at last signature, stated prior/subsequent date, or UETA electronic date; revocable before all unrevoked consents arrive (§ 23-1-34-2) |
Board creates 1+ director committees under greater-of approval; board procedure applies; seven listed matters are barred/limited, with board-prescribed formula/range distribution and share-issuance exceptions (§ 23-1-34-6) |
Keep permanent board minutes, no-meeting actions, and delegated committee actions in written or reasonably convertible form; ultra vires challenges use narrow statutory proceedings, not automatic validation; conflict, conduct, public-company, and contested-authority issues remain separate (§§ 23-1-22-5, 23-1-52-1) |
| Iowa verified 2026-08-16 | Iowa Business Corporation Act, Iowa Code ch. 490; ordinary corporation has a one-or-more-individual board exercising corporate powers, management, and oversight, subject to articles/shareholder-agreement limits (§§ 490.801 to .803) |
Regular/special meetings may be in or outside Iowa; general board sections name no ordinary caller or adjournment rule, so articles/bylaws control. Formation-only meeting is called by majority of initial directors; emergency bylaws may set calls, quorum, and substitutes when catastrophe prevents readily assembling quorum (§§ 490.205 to .207, .820) |
Regular meetings default to no notice; special meetings default to at least 2 days' notice of date/time/place, with purpose unnecessary. General rules allow writing, reasonable oral and physical delivery, and authorized/consented electronic methods; signed written waiver filed with records or nonobjecting attendance waives (§§ 490.141, .822 to .823) |
Unless articles/bylaws restrict, any director may use communications through which all participants simultaneously hear one another; participation counts as presence in person; no separate identity or vote-record condition (§ 490.820(2)) |
Default majority of number specified/fixed under articles/bylaws; governing documents may increase or reduce to no less than one-third. Act states no separate variable-range formula; quorum must be present when vote occurs (§§ 490.803, .824(1)-(3)) |
Default act is affirmative majority present with quorum; articles/bylaws/chapter may require more. Presence implies assent unless timely meeting objection, recorded dissent/abstention, or written notice before adjournment/immediately after preserves it; favorable voter cannot dissent. Conflict approval needs majority but at least 2 qualified directors (§§ 490.824, .862) |
Unless articles/bylaws require a meeting, each director signs a consent describing action and delivers it; all unrevoked consents make the act on delivery, subject to specified effective time. Signed revocation works before all unrevoked consents arrive; electronic record/signature/delivery qualify; no nonconsenter notice because unanimity (§§ 490.140 to .141, .821) |
Board may create one-or-more-director committees by greater of majority of directors in office or governing-document action number; board procedure applies. Distributions outside board formula/limits, shareholder-required action, board/most committee vacancies, and bylaws are barred; alternates/substitutes allowed (§ 490.825) |
Maintain board and committee minutes and no-meeting action records in inspectable form; electronic records are recognized. Separate defective-action ratification uses the action's current quorum/vote and may require shareholder approval; duties, conflicts, public-company rules, filings, and disputes remain separate (§§ 490.146 to .152, .1601) |
| Kansas verified 2026-08-16 | Kansas General Corporation Code, K.S.A. ch. 17, arts. 60-74; ordinary corporation's business/affairs are managed by or under a one-or-more-natural-person board unless the Code or articles provide otherwise (§ 17-6301(a)-(b)) |
Ordinary board section does not prescribe regular/special callers or adjournment procedure; bylaws may regulate directors and corporate affairs. Unless articles/bylaws restrict, meetings may be outside Kansas. Emergency bylaws may authorize any officer/director to call and alter quorum/substitutes (§§ 17-6009, -6010, -6301(g)) |
No general board-meeting notice period, purpose statement, delivery method, or waiver rule appears in the ordinary board provisions; set those terms in the bylaws. Emergency notice may go only to reachable directors by feasible means unless emergency bylaws provide otherwise (§§ 17-6009(b), -6010(f)) |
Unless articles/bylaws restrict, board/committee members may use conference telephone or other equipment through which everyone can hear each other; participation counts as presence in person; no separate identity or vote-record condition (§ 17-6301(i)) |
Board size is fixed by/in bylaws unless articles fix it; quorum defaults to majority of total number. Articles/bylaws may require more; unless articles provide otherwise, bylaws may lower it no further than one-third. No separate variable-range, vacancy, or quorum-loss formula (§ 17-6301(b)) |
Default act is majority vote of directors present with quorum; articles/bylaws may require more. Articles may give directors unequal voting power, making proportions follow votes rather than headcount. No general presumed-assent or dissent-preservation rule appears in § 17-6301 (§ 17-6301(b), (d)) |
Unless articles/bylaws restrict, all board/committee members consent in writing/electronically; § 17-6016 governs document, signature, and electronic delivery. Future time/event allowed within 60 days if signer is then a director and has not revoked; revocable before effect; file with minutes in same form; no nonconsenter notice because unanimity (§§ 17-6016, -6301(f)) |
One-or-more-director committees, alternates, substitutes, and subcommittees allowed. Pre-July 1, 2004 corporations default to older listed restrictions unless whole-board majority elects newer regime; later corporations bar shareholder-required action and bylaws. Committee quorum defaults to majority then serving, reducible no below one-third; majority present acts (§ 17-6301(c)) |
File board/committee consents with minutes in the same paper/electronic form; minute books may use electronic networks/databases if reasonably paper-convertible. Special board-resolution/possible stockholder and court-validation routes address defective acts; inspection, duties, conflicts, public-company rules, transaction approval, and disputes remain separate (§§ 17-6301(f), -6428 to -6429, -6510, -6514) |
| Kentucky verified 2026-08-16 | Kentucky Business Corporation Act, KRS ch. 271B; ordinary corporation has a board that exercises corporate powers and directs management, subject to the articles and the narrow 50-or-fewer-shareholder board-dispensation route (§§ 271B.1-010, .8-010) |
Regular/special meetings may be in or outside Kentucky; articles/bylaws supply ordinary caller and adjournment rules; emergency bylaws may change calls/quorum/substitutes, with practicable notice and officer substitutes during catastrophe (§§ 271B.2-070, .3-030, .8-200) |
Regular meetings default to no notice; special meetings default to at least 2 days' notice of date/time/place, with purpose unnecessary; oral, hand, mail, commercial-delivery, telephone, voice-mail, and electronic methods may qualify; signed written waiver or nonobjecting attendance waives (§§ 271B.1-400, .1-410, .8-220 to .8-230) |
Unless articles/bylaws provide otherwise, board may permit any/all directors to use communications through which all participants simultaneously hear one another; participation counts as presence in person (§ 271B.8-200(2)) |
Fixed board: majority of fixed number; variable board: majority of prescribed number or, if none, number in office immediately before meeting; documents may lower to no less than one-third; quorum must exist when vote occurs (§§ 271B.8-030, .8-240(1)-(3)) |
Default act is affirmative majority of directors present with quorum; articles/bylaws may require more; presence implies assent unless timely objection, recorded dissent/abstention, or prompt written notice preserves it (§ 271B.8-240(3)-(4)) |
Unless articles/bylaws provide otherwise, all board or committee members act and each signs one or more writings describing action; retain with minutes/records; effect is last signature unless another date is specified; signatures may be manual, facsimile, conformed, or electronic; no separate delivery, revocation, or nonconsenter-notice rule (§§ 271B.1-400, .8-210) |
Board may create one-or-more-director committees by greater of majority of all directors in office or governing-document action number; board procedure applies; distributions, shareholder-required acts, vacancies, and bylaws are barred/limited; alternates allowed (§ 271B.8-250) |
Keep permanent board minutes and records of board no-meeting action and committee action in written or reasonably convertible form; director duties, conflicts, public/benefit corporations, and disputed authority remain separate (§ 271B.16-010) |
| Louisiana verified 2026-08-16 | Louisiana Business Corporation Act; ordinary corporation must have a board exercising corporate power and directing/overseeing management, subject to articles or a unanimous governance agreement (§§ 12:1-801, 12:1-803) |
Board chair, CEO, or majority of directors may call; bylaws may add routes; meetings may be in/out of Louisiana; emergency bylaws and catastrophic-event powers change call/quorum/participation; no general adjournment rule stated (§§ 12:1-207, 12:1-303, 12:1-820) |
Regular meetings default to no notice; special meetings default to at least 48 hours' notice of date/time/place AND purposes; any delivery method subject to electronic-consent rules; written signed waiver or attendance waiver with item-specific objection protection (§§ 12:1-141, 12:1-822 to -823) |
Unless articles/bylaws provide otherwise, board may permit any/all directors to use communications through which all participants simultaneously hear one another; participation counts as presence in person (§ 12:1-820(B)) |
Default quorum is majority of number determined under § 12:1-803; documents may lower to no less than one-third; after quorum loss, action survives only with at least the affirmative votes that would have been required without the loss (§ 12:1-824(A)-(C)) |
Required affirmative vote is greater of majority present or governing-document action number; presence implies assent unless timely meeting objection, recorded dissent/abstention, or prompt written notice preserves it (§ 12:1-824(C)-(D)) |
Unless articles/bylaws require a meeting, every director signs a consent describing action and delivers it; act occurs when all signed consents arrive; consent may set effective time and may be revoked before all unrevoked consents arrive; electronic document/signature qualifies (§§ 12:1-140, 12:1-821) |
Board creates one-or-more-director committees by greater of majority of all directors in office or governing-document action number; nondirectors are advisory only; board procedure applies; distributions, shareholder acts, vacancies, and bylaws are barred/limited; alternates allowed (§ 12:1-825) |
Keep permanent board/committee minutes and no-meeting action records in paper-convertible or electronic form; director duties, conflict transactions, public-corporation oversight, and disputed authority remain separate (§§ 12:1-801(C), 12:1-830, 12:1-860, 12:1-1601) |
| Maine verified 2026-08-16 | Maine Business Corporation Act; each corporation ordinarily has a board that exercises corporate powers and directs management, subject to stated exceptions and the articles (13-C M.R.S. §§ 101, 801) |
Meet inside/outside Maine; unless documents change it, chair, president, unavailable-president's VP, any 2 directors, or bylaw-authorized person may call; caller sets time/place unless already fixed; emergency bylaws may alter call/quorum/substitutes (§§ 207, 821, 823(3)-(4)) |
Regular meetings default to no notice; special meetings default to at least 2 days' date/time/place notice and no purpose; signed waiver/nonobjecting attendance works, and an absent director must object within 10 days after learning of an uncalled/unnoticed meeting (§§ 823-824) |
Unless articles/bylaws provide otherwise, any or all directors may participate through a method allowing all participants to hear one another simultaneously; participation counts as presence in person (§ 821(2)) |
Default quorum is a majority of the fixed board or, for a variable range, the prescribed number or directors in office immediately before the meeting; documents may lower it only to 1/3, and quorum must exist when voting (§ 825(1)-(3)) |
With quorum, a majority of directors present ordinarily acts; presence presumes assent unless the director timely objects or records/delivers dissent or abstention, and a favorable voter cannot dissent (§ 825(3)-(4)) |
Unless articles/bylaws require a meeting, every director must sign and deliver consent describing the action; act occurs when all unrevoked consents arrive, may set an effective time, and consent may be revoked before completion (§ 822) |
Board may create one-or-more-director committees by the greater statutory approval vote; board procedure applies; distribution, shareholder-action, vacancy, and bylaw powers are restricted, with alternate/substitute-member routes (§ 826) |
Keep permanent board minutes, all board no-meeting actions, and committee actions taken for the board as documents/electronic records or in a form convertible to paper; fiduciary, conflict, and contested-validity issues remain separate (§ 1601) |
| Maryland verified 2026-08-16 | Maryland General Corporation Law; all corporate business and powers are managed by or under the board, subject to law, charter, and bylaw reservations (§ 2-401) |
Regular or special meetings may be anywhere or by remote communication unless bylaws provide otherwise; Subtitle 4 supplies no default caller, general adjournment rule, or emergency-meeting route (§ 2-409(a)) |
Bylaws govern notice for every board meeting and supply timing; default notice is written/electronic and need not state business or purpose. Written/electronic waiver filed with records, or presence, waives notice (§ 2-409(b)-(c)) |
Unless charter/bylaws restrict it, conference telephone or other equipment is allowed when everyone can hear everyone simultaneously; participation counts as presence in person (§ 2-409(a), (d)) |
Default quorum is a majority of directors actually serving. Bylaws may reduce it to one-third, but two is the floor for a two- or three-director board and one for a sole director; weighted-vote charter terms convert proportions to voting power (§§ 1-101(n), 2-408(b), (e)) |
With quorum, majority present acts unless law, charter, or bylaws require more. Presence presumes assent unless dissent is announced and timely recorded or delivered; no separate abstention exception is stated (§§ 2-408(a), (e), 2-410) |
Every board/committee member entitled to vote must consent to the stated action in writing or electronically and file it with minutes. Future effect ≤60 days; signer must then be a director; pre-effect revocation allowed unless consent says otherwise (§ 2-408(c)-(d)) |
Board may appoint one-or-more-director committees and delegate powers except stock issuance beyond the statutory authorization, shareholder recommendations, bylaw amendment, and no-vote mergers/share exchanges; governing instruments may set composition and voting rights (§ 2-411) |
File unanimous consents with board/committee minutes and waivers with meeting records. Ordinary Subtitle 4 states no broader minutes-form or routine defective-action cure; fiduciary and interested-director rules remain separate (§§ 2-405.1, 2-408(c), 2-409(c), 2-419) |
| Massachusetts verified 2026-08-15 | Massachusetts Business Corporation Act, G.L. c. 156D; board required and directs corporate powers subject to articles and qualifying shareholder-agreement limits; generally 1+ directors, with default 2/3 floors for two/multiple shareholders (§§ 8.01, 8.03) |
Regular/special meetings may be in or outside Massachusetts; ordinary board provisions supply no individual-caller or adjournment default; emergency bylaws/powers may alter call, notice, quorum, and membership during a catastrophic event (§§ 2.07, 3.03, 8.20) |
Regular meetings default to no notice; special meetings default to at least 2 days' notice of date/time/place, with no purpose required; broad personal, phone, electronic, mail, messenger/delivery methods apply; signed/electronic waiver or qualified attendance waives (§§ 1.41, 8.22-.23) |
Unless articles/bylaws say otherwise, board may permit any/all directors to use communications through which all participants simultaneously hear one another; participation counts as in-person presence (§ 8.20(b)) |
Fixed board: majority of fixed number; variable board: majority of prescribed number, or directors in office immediately before meeting if none prescribed; documents may permit at least one-third of fixed/prescribed number or majority then in office; quorum must exist at vote (§ 8.24(a)-(c)) |
With quorum, majority of directors present acts unless articles/bylaws require more; presence presumes assent unless timely call objection, minutes entry, or written dissent/abstention before or immediately after adjournment; affirmative voter cannot dissent (§ 8.24(c)-(d)) |
Unless articles/bylaws require a meeting, every director must consent in signed writing or electronic transmission describing the action; deliver as directed and retain with minutes/records; effective at last signature/delivery or stated date; no express revocation rule (§ 8.21) |
Board creates director committees under the greater-of approval rule; board meeting/consent rules apply; six listed matters are barred or limited, including distributions, shareholder submissions, board size/removal/vacancies, articles, bylaws, and share reacquisition (§ 8.25) |
Keep permanent board minutes, board consents, and delegated committee actions in written or reasonably convertible form; current Chapter 156D index has no general defective-action ratification part; conflict, fiduciary, public-company, and contested-authority issues remain separate (§ 16.01; Chapter 156D index) |
| Michigan verified 2026-08-15 | Michigan Business Corporation Act; board means the board of directors or other governing board, and it manages the ordinary domestic corporation unless the Act or articles provide otherwise (§§ 450.1105-.1106, 450.1501) |
Bylaws supply ordinary callers, schedule, and adjournment mechanics; regular/special meetings may be inside or outside Michigan; the Act authorizes emergency bylaws but supplies no default emergency meeting procedure (§§ 450.1261(d), 450.1521(1)-(2)) |
Bylaws prescribe notice for regular and special meetings, including timing/form; purpose is unnecessary unless bylaws require it; attendance/participation waives required notice unless timely objection is preserved and the director does not later vote for or assent (§ 450.1521(2)) |
Unless articles/bylaws restrict it, a board or committee member may use conference telephone or other remote communication through which every participant can communicate with the others; participation counts as presence in person (§ 450.1521(3)) |
Default board/committee quorum is majority of members then in office; articles/bylaws or committee resolution may set a larger or smaller number with no express statutory floor; § 450.1523 gives no separate post-loss rule (§§ 450.1505, 450.1515a, 450.1523(1)) |
Default act is majority of members present with quorum; Act/articles/bylaws may require more, and committee resolution may require more; general § 450.1523 has no presumed-assent rule, while § 450.1553 presumes concurrence only for § 450.1551 liability matters and supplies minute/written dissent routes |
Unless articles/bylaws prohibit it, every board member then in office or every committee member consents in writing/e-transmission before or after action; file with minutes; future directions may use a date/event within 60 days and are normally revocable before effect (§§ 450.1106(5), 450.1525) |
Unless documents provide otherwise, board designates one-or-more-director committees and alternates; board meeting/quorum/consent rules expressly cover committees; listed charter, merger, shareholder, dissolution, bylaw, and vacancy acts remain barred, with express-authority rules for distributions/share issuance (§§ 450.1521, 450.1523, 450.1525, 450.1527-.1528) |
Keep board and executive-committee minutes in written/convertible form and file board/committee consents with minutes; current Act has interested-transaction ratification but no general defective-action statute; duty, conflict, public-company, and disputed-validity issues remain separate (§§ 450.1485, 450.1525, 450.1541a, 450.1545a) |
| Minnesota verified 2026-08-15 | Minnesota Business Corporation Act, ch. 302A; board of 1+ natural persons normally directs business/affairs, but articles may assign board powers/duties to other natural persons and unanimous voting shareholders may take a board action (§§ 302A.201, .203, .205) |
Any director may call with default 10 days' notice; articles/bylaws or board select in/out-of-state place, defaulting to principal executive office, or a solely remote meeting. Scheduled meetings need no notice; adjourned meeting needs only announcement. Emergency rules alter call/quorum/participants (§§ 302A.011(73), .161(23a), .181(4), .231) |
Caller gives all directors default 10 days of date/time/place; purpose need not be stated. Director-consented fax/email/other electronic notice is effective when given. Waiver may be written, oral, authenticated electronic, or attendance; attendance waiver fails after opening objection and no further participation (§ 302A.231(4)-(6)) |
Solely remote meeting requires all directors able to participate with each other, ordinary notice, and participating quorum. An individual may use conference phone or board-authorized other remote means allowing interaction with all remote/physical participants; either route counts as presence (§ 302A.231(2)-(3)) |
Default quorum is majority of directors currently holding office; articles/bylaws may set larger or smaller proportion/number with no stated floor. Majority present may adjourn without quorum; once a duly called meeting convenes with quorum, remaining directors may continue despite later loss (§ 302A.235) |
Approval needs the greater of majority present or majority of minimum quorum, unless chapter/articles require more; unequal voting power may apply. Presence presumes assent after majority-present approval unless opening objection/no participation, vote against, or conflict bar. Advance absent-director vote may be authorized (§§ 302A.233, .237, .251(3)) |
Default all-director written/authenticated electronic action; articles may allow meeting-equivalent threshold except shareholder-required action. Effective at required consents or stated time; immediate notice to all directors after nonunanimous action, but missed notice does not invalidate and nonsigners have no liability. No express revocation rule (§ 302A.239) |
Majority of directors in office establishes delegated committees; default membership is 1+ natural persons who need not be directors, appointed by majority present. Subcommittees allowed; board procedure applies; no general barred-power list in § 302A.241, but resolution scope, board control, and transaction statutes remain limits |
Keep 3 years of board proceedings at a U.S. location and provide qualifying Minnesota access; computerized minute books are allowed if promptly convertible. Committee minutes, if any, must be available. Sections 302A.166-.167 provide board/shareholder ratification or court validation with notice, filings, and a 120-day challenge limit (§§ 302A.166-.167, .241(5), .461) |
| Mississippi verified 2026-08-16 | Mississippi Business Corporation Act, Miss. Code §§ 79-4-1.01 to -17.05; ordinary corporation has a one-or-more-individual board exercising corporate powers and directing/overseeing affairs, subject to articles and qualifying shareholder-agreement limits (§§ 79-4-8.01, -8.03) |
Regular/special meetings may be in or outside Mississippi; general board sections name no ordinary caller or adjournment rule, so articles/bylaws govern. Emergency bylaws may set calls, quorum, and substitutes when catastrophe prevents readily assembling quorum (§§ 79-4-2.07, -8.20) |
Regular meetings default to no date/time/place/purpose notice; special meetings default to at least 2 days' notice of date/time/place, with purpose unnecessary. General notice may be reasonable oral or conventional/electronic delivery; articles/bylaws may authorize or require electronic director-meeting notice. Signed written waiver filed with records or nonobjecting attendance waives (§§ 79-4-1.41, -8.22 to -8.23) |
Unless articles/bylaws provide otherwise, board may permit any/all directors to use communications through which all participants simultaneously hear one another; participation counts as presence in person; no separate identity or vote-record condition (§ 79-4-8.20(b)) |
Fixed board: majority of fixed number; variable board: majority of prescribed number or, if none, number in office immediately before meeting. Articles/bylaws may increase or lower to no fewer than one-third of fixed/prescribed number; quorum must be present when vote occurs (§§ 79-4-8.03, -8.24(a)-(c)) |
Default act is affirmative majority of directors present with quorum; articles/bylaws may require more. Presence implies assent unless timely meeting objection, recorded dissent/abstention, or written notice before adjournment/immediately after preserves it; favorable voter cannot dissent (§ 79-4-8.24(c)-(d)) |
All directors sign consent describing action and deliver it; all signed consents make the act on delivery, subject to a specified effective time. Signed revocation received before all unrevoked consents arrive is effective; qualifying electronic record/signature/delivery permitted; no nonconsenter notice because unanimity (§§ 79-4-1.40 to -1.41, -8.21) |
Board may create one-or-more-director committees by greater of majority of directors in office or governing-document action number; board procedure applies. Distributions outside board formula/limits, shareholder-required action, board/most committee vacancies, and bylaws are barred; alternates/substitutes allowed (§ 79-4-8.25) |
Keep permanent board minutes and records of board no-meeting and committee-in-place action; document/electronic form or paper-convertible form allowed. No general defective-action ratification system appears in the Act; duties, conflicts, public-company rules, transaction approvals, and disputes remain separate (§§ 79-4-16.01, -8.30 to -8.63) |
| Missouri verified 2026-08-15 | Chapter 351 governs ordinary for-profit corporations not required to organize under another law; the board controls and manages corporate property and business (§§ 351.020, 351.310) |
Meet anywhere inside or outside Missouri unless articles/bylaws provide otherwise; Chapter 351 names no default caller, general adjournment rule, or ordinary-corporation emergency route (§ 351.335) |
Bylaws prescribe regular and special meeting notice; no statutory fallback period or delivery method. Regular-meeting purpose need not be stated; signed writing or nonobjecting attendance waives (§§ 351.340, 351.655) |
Unless articles/bylaws provide otherwise, board or committee members may use conference telephone or similar equipment if all participants can hear each other; participation counts as presence in person (§ 351.335) |
Majority of the full board; articles/bylaws may require more, not less. Board has one or more directors; a vacancy may be filled by a majority then in office despite no quorum, or by the sole remaining director (§§ 351.315, .320, .325) |
With quorum, majority of directors present acts unless articles/bylaws require more; articles may give class-elected directors unequal voting power. Chapter 351 states no director presumed-assent or dissent-delivery rule (§§ 351.315, .325) |
All board or committee members must consent to the stated action in writing or by retainable electronic transmission; effect equals a unanimous meeting vote, and the secretary files consents with minutes in matching paper/electronic form (§§ 351.245, .340) |
If bylaws allow, majority of whole board may create a committee of at least two directors; delegated authority may equal board authority, but delegation does not relieve statutory responsibility. Meeting and unanimous-consent routes apply (§§ 351.330, .335, .340) |
Keep correct and complete board minutes; file board/committee consents with the minutes in the same paper or electronic form. Chapter 351 states no general defective-action ratification route (§§ 351.215, .340) |
| Montana verified 2026-08-16 | Montana Business Corporation Act; each corporation ordinarily has a board that exercises corporate powers and directs and oversees management, subject to stated exceptions and the articles (§§ 35-14-101, -801) |
Regular/special meetings may be in or outside Montana; governing documents regulate ordinary callers/scheduling; emergency bylaws may set call, quorum, and additional/substitute-director rules when catastrophe prevents assembling a quorum (§§ 35-14-206 to -207, -820) |
Regular meetings default to no notice; special meetings default to at least 2 days' notice of date, time, and place, with no purpose required; signed written waiver delivered for filing or nonobjecting attendance waives (§§ 35-14-822 to -823) |
Unless articles/bylaws restrict it, any or all directors may participate through a method allowing all participants to hear one another simultaneously; participation counts as presence in person (§ 35-14-820(2)) |
Default quorum is a majority of the number specified or fixed under the articles/bylaws; documents may require more or less but not below 1/3, and quorum must exist when voting (§ 35-14-824(1)-(3)) |
With quorum, a majority of directors present ordinarily acts; presence presumes assent unless the director timely objects or records/delivers dissent or abstention, and a favorable voter cannot dissent (§ 35-14-824(3)-(4)) |
Unless articles/bylaws require a meeting, every director must sign and deliver consent describing the action; act occurs when all unrevoked consents arrive, may set a later effective time, and consent may be revoked before completion (§ 35-14-821) |
Board may create one-or-more-director committees by the greater statutory approval vote; board procedure applies; listed distribution, shareholder-action, vacancy, bylaw, merger, and share powers are restricted, with alternate/substitute-member routes (§ 35-14-825) |
On a director's request, prepare and distribute meeting minutes; maintain board/committee minutes and no-meeting actions so they are inspectable within a reasonable time; fiduciary, conflict, and contested-validity issues remain separate (§§ 35-14-820(3), -1601) |
| Nebraska verified 2026-08-16 | Nebraska Model Business Corporation Act; ordinary corporation must have a one-or-more-individual board exercising corporate powers and managing/overseeing affairs, subject to statutory close-corporation and articles limits (§§ 21-284, -286) |
Regular/special meetings may be in or outside Nebraska; ordinary board sections name no default caller or adjournment rule, so bylaws govern. Emergency bylaws may set meeting calls, quorum, and substitutes when catastrophe prevents readily assembling quorum (§§ 21-224 to -225, -295) |
Regular meetings default to no date/time/place/purpose notice; special meetings default to at least 2 days' notice of date/time/place, purpose unnecessary. General notice may be reasonable oral or written by delivery methods including consented electronic transmission. Signed written waiver filed with records or nonobjecting attendance waives (§§ 21-215, -297 to -298) |
Unless articles/bylaws provide otherwise, board may permit any/all directors to use communications through which all participating directors simultaneously hear one another; participation counts as presence in person; no separate identity or vote-record condition (§ 21-295(b)) |
Fixed board: majority of fixed number; variable board: majority of prescribed number or, if none, number in office immediately before meeting. Articles/bylaws may increase or lower to no fewer than one-third of fixed/prescribed number; quorum must be present when vote occurs (§§ 21-286, -299(a)-(c)) |
Default act is affirmative majority of directors present with quorum; articles/bylaws may require more. Presence implies assent unless timely meeting objection, recorded dissent/abstention, or written notice before adjournment/immediately after preserves it; favorable voter cannot dissent (§ 21-299(c)-(d)) |
Unless articles/bylaws require a meeting, every director signs a consent describing action and delivers it to corporation; all signed consents make the act on delivery, subject to stated effective time. Signed revocation delivered before all unrevoked consents arrive is effective; no nonconsenter notice because unanimity (§ 21-296) |
Board may create one-or-more-director committees by greater of majority of directors in office or governing-document action number; board procedure applies. Distributions outside board formula/limits, shareholder-required action, board/most committee vacancies, and bylaws are barred; alternates/substitutes allowed (§ 21-2,100) |
Keep permanent board minutes and records of board no-meeting and committee-in-place action; document/electronic or reasonably paper-convertible form allowed. Separate board-resolution/possible shareholder and court-validation routes address defective acts; duties, conflicts, public-company rules, transaction approval, and disputes remain separate (§§ 21-218.01 to -218.08, 21-2,221) |
| Nevada verified 2026-08-16 | Nevada Private Corporations law, NRS ch. 78; a one-or-more-natural-person board directs management and has full control, subject to Chapter 78 and articles limits (§§ 78.115-.120) |
Meetings may be in or outside Nevada as articles/bylaws direct; unless those documents provide otherwise, entire board, any 2 directors, or president may call annual/special board meetings. Chapter 78 states no general adjournment or emergency-board route (§ 78.310) |
Chapter 78 sets no general board-notice period, content, or delivery rule; articles/bylaws govern. Signed written waiver before/after notice time is equivalent; unanimous written, recorded oral, or participation-without-objection consent can validate an irregular call (§§ 78.325, .375) |
Unless articles/bylaws restrict, electronic, video, telephone, or other technology is allowed if reasonable measures verify identity and allow substantially concurrent participation, voting, communication, and reading/hearing; counts as presence (§ 78.315(3)-(4)) |
Default majority of directors then in office; articles/bylaws may set greater or lesser proportion with no express statutory floor. Variable board allowed; weighted voting can change proportions. Chapter 78 states no general quorum-loss rule (§§ 78.115, .315(1), .330(3)) |
Directors holding majority of voting power present with quorum ordinarily act; articles/bylaws may vary quorum and articles may weight votes. No general presumed-assent/dissent procedure; interested directors count for quorum, with disinterested-majority approval available when their votes are excluded (§§ 78.140, .315(1), .330(3)) |
Unless articles/bylaws restrict, all board/committee members sign before or after action, except qualifying written abstentions for conflicts or proceedings. Agreed electronic records/signatures qualify; statute states no general delivery, revocation, effective-time, later-notice, or retention rule (§§ 78.315(2), 719.220, 719.240) |
Unless articles say otherwise, board may designate committees exercising delegated board powers; each has at least 1 director, but nondirector natural persons may serve unless documents bar them. Alternates/substitutes allowed; Chapter 78 lists no general nondelegable matters or committee-meeting quorum/vote rule (§§ 78.125, .315(2)-(4)) |
Chapter 78 states no general duty to retain board minutes or written consents. Unanimous consent can validate an irregular call, and later unanimous writing can ratify if quorum attended; conflicts, duties, public-company rules, transaction approvals, and disputes remain separate (§§ 78.140, .325) |
| New Hampshire verified 2026-08-16 | New Hampshire Business Corporation Act; each corporation ordinarily has a board that exercises corporate powers and directs and oversees management, subject to stated exceptions and the articles (RSA 293-A:1.01, :8.01) |
Regular/special meetings may be in or outside New Hampshire; bylaws may regulate calls and scheduling; emergency bylaws may set call, quorum, and substitute-director rules when catastrophe prevents assembling a quorum (RSA 293-A:2.06-.07, :8.20) |
Regular meetings default to no notice; special meetings default to at least 2 days' notice of date, time, and place, with no purpose required; signed written waiver or nonobjecting attendance waives (RSA 293-A:8.22-.23) |
Unless articles/bylaws provide otherwise, any or all directors may participate through a method allowing all participants to hear one another simultaneously; participation counts as presence in person (RSA 293-A:8.20(b)) |
Default quorum is a majority of the fixed board or, for a variable range, the prescribed number or directors in office immediately before the meeting; documents may lower it only to 1/3, and quorum must exist when voting (RSA 293-A:8.24(a)-(c)) |
With quorum, a majority of directors present ordinarily acts; presence presumes assent unless the director timely objects or records/delivers dissent or abstention, and a favorable voter cannot dissent (RSA 293-A:8.24(c)-(d)) |
Unless articles/bylaws provide otherwise, every director must sign one or more written consents describing the action; retain them with minutes/records; effect is the last signature unless another date is specified (RSA 293-A:8.21) |
Board may create one-or-more-director committees by the greater statutory approval vote; board procedure applies; listed distribution, shareholder-action, vacancy, and bylaw powers are restricted, with alternate/substitute-member routes (RSA 293-A:8.25) |
Keep permanent board minutes, all board no-meeting actions, and committee actions taken for the board as documents/electronic records or in a form convertible to paper; fiduciary, conflict, and contested-validity issues remain separate (RSA 293-A:16.01) |
| New Jersey verified 2026-08-15 | New Jersey Business Corporation Act; board manages the ordinary domestic for-profit corporation unless the Act/certificate provides otherwise, and entire board means authorized board without vacancies (§§ 14A:1-2.1, 14A:6-1) |
Bylaws supply ordinary callers/schedule; meetings may be inside/outside New Jersey; no new adjourned-meeting notice when time/place fixed and each adjournment ≤10 days; attack/nuclear-disaster emergency bylaws may change callers, quorum, and substitutes (§§ 14A:2-10, 14A:6-10) |
Regular meetings use notice/no notice as bylaws prescribe; special notice is wholly bylaw-prescribed; purpose unnecessary unless bylaws require it; signed pre/post waiver or attendance without protest before meeting ends waives (§ 14A:6-10(2)) |
When appropriate facilities are reasonably available and documents do not provide otherwise, any/all directors may join any/all of board/committee meeting by conference telephone or means letting all participants hear each other; participation counts for quorum (§§ 14A:6-7.1(3), 14A:6-10(3)) |
Default quorum is directors holding majority of votes of entire authorized no-vacancy board/committee; weighted director votes count; documents may vary but not below one-third of entire-board/committee votes; no separate post-loss rule (§§ 14A:1-2.1(d), 14A:6-7.1(1)-(3)) |
Default act is majority of director votes present with quorum; Act/certificate/bylaws may require more; abstention is not affirmative approval; presumed assent applies only to § 14A:6-12 liability matters and is preserved by minute/written dissent (§§ 14A:6-7.1(4), 14A:6-12-.13) |
Unless certificate/bylaws otherwise provide, all board/committee members consent before/after action in writing/electronic transmission; file in same paper/electronic form as minutes; effect equals unanimous vote; no statutory collection, withdrawal, later-notice, or separate effective-time rule (§§ 14A:1-8.1, 14A:6-7.1(5)) |
Certificate/bylaws must authorize; majority of entire board appoints one-or-more-director committees/alternates; delegated board power excludes bylaws, director/officer elections/removals, shareholder-required action, and locked resolutions; report action to board on statutory next/second-meeting schedule (§ 14A:6-9) |
Keep board/executive-committee minutes in written/readable-convertible or electronic-network form and file consents with minutes; interested-director authorization/ratification, fiduciary duty, inspection, public-company, and disputed-validity issues remain separate (§§ 14A:5-28, 14A:6-7.1, 14A:6-8, 14A:6-14) |
| New Mexico verified 2026-08-16 | New Mexico Business Corporation Act, NMSA 1978 §§ 53-11-1 to 53-18-12; ordinary corporation's powers/business/affairs are exercised and managed by or under a one-or-more-member board unless the Act or articles provide otherwise (§§ 53-11-35(A), -36) |
Regular/special board and committee meetings may be inside or outside New Mexico; ordinary caller and adjournment procedure are left to bylaws, which may regulate corporate affairs. No special emergency-board route appears in the Act; quorum continues until adjournment despite voluntary withdrawal (§§ 53-11-27, -40, -42) |
Regular meetings use with/without-notice terms prescribed by bylaws; special meetings require the notice the bylaws prescribe. Purpose need not be stated unless bylaws require it; no statutory delivery method. Attendance waives unless solely to object that meeting was not lawfully called/convened (§ 53-11-42) |
Unless articles/bylaws restrict, board/committee members may use conference telephone or similar equipment through which everyone hears each other at the same time; participation counts as presence in person; no separate identity or vote-record condition (§ 53-11-42) |
Majority of the number fixed by/in articles/bylaws is quorum; if neither fixes it, initial-board number controls. Articles/bylaws may require more, not less. No variable-range or vacancy reduction; quorum, once attained, continues to adjournment despite voluntary withdrawals (§§ 53-11-36, -40) |
Default act is majority of directors present with quorum; articles/bylaws may require more. Presence presumes assent unless dissent enters minutes, is filed with meeting secretary before adjournment, or is immediately sent by registered mail to corporate secretary; favorable voter cannot dissent (§§ 53-11-35(C), -40) |
Unless articles/bylaws provide otherwise, all board/committee members sign a writing setting out action; it has effect of unanimous vote. Qualifying agreed electronic transaction may satisfy writing/signature under UETA. Consent section states no delivery, revocation, collection period, future-effective, nonconsenter-notice, or retention rule (§§ 53-11-43, 14-16-2 to -7) |
If articles/bylaws authorize, majority of full board creates director-only committee(s). Seven barred/limited areas include distributions, shareholder-required matters, director nominations/board or committee vacancies, bylaws, certain mergers, share reacquisition, and share issuance/sale; meeting and unanimous-consent rules apply, but no general committee quorum/vote formula (§§ 53-11-41 to -43) |
Corporation must keep board minutes; books, records, and minutes may be written or reasonably convertible to writing. No general defective-action ratification system appears in the Act; conflict authorization/ratification, duties, public-company rules, transaction approvals, inspection, and disputes remain separate (§§ 53-11-40.1, -50) |
| New York verified 2026-08-15 | New York Business Corporation Law; business is managed under the board's direction, subject to permitted certificate provisions and shareholder-control arrangements (§ 701) |
BCL supplies no default caller; bylaws/board fix time and place, which may be in/out of New York; majority present may adjourn and bylaws determine adjournment notice; no general Article 7 emergency-board route (§§ 710-711) |
Regular meetings may be notice-free if time/place fixed; special meetings require notice but bylaws define its timing/form; purpose unnecessary unless bylaws require; signed waiver before/after or attendance without an opening protest waives (§ 711) |
Unless certificate/bylaws restrict, any director may participate by conference telephone or similar equipment if everyone hears each other at the same time; participation counts as in-person presence (§ 708(c)) |
Default majority of entire board, meaning total seats if no vacancies; certificate/bylaws may reduce but not below one-third, while certificate may require more; quorum must exist at vote time; below-quorum majority may fill eligible vacancies (§§ 702, 705, 707-709) |
Default majority of directors present when quorum exists; certificate may demand more; BCL Article 7 supplies no general presumed-assent or statutory dissent-recording rule; interested directors may count for conflict quorum (§§ 708(d), 709, 713(c)) |
Default all board/committee members consent to a resolution; electronic mail, text, or secured platform works with authorization information; resolution and consents filed with minutes; no statutory delivery-address, future-effect, revocation, collection-period, or later-notice rule (§ 708(b)) |
Certificate/bylaws must authorize; majority of entire board designates one-or-more-director committees and alternates; shareholder-reserved acts, vacancies, director compensation, bylaws, and protected resolutions are nondelegable (§ 712) |
Keep board and executive-committee minutes in writing or convertible form; file board/committee consents with minutes; no general defective-action ratification statute identified; conflict, fiduciary, cooperative-housing, public-company, and contested-validity rules remain separate (§§ 624, 708, 713) |
| North Carolina verified 2026-08-15 | North Carolina Business Corporation Act; each ordinary corporation has a board that exercises corporate powers and manages the business unless articles or a qualifying shareholder agreement validly changes the allocation (§ 55-8-01) |
Default special-meeting callers are president or any 2 directors; meetings may be in/out of North Carolina; bylaws supply adjournment procedure; catastrophic-emergency bylaws/powers alter calls, quorum, notice, and substitutes (§§ 55-2-07, 55-3-03, 55-8-20) |
Regular meetings may be notice-free; special notice follows articles/bylaws or defaults to usual communication at least 5 days before; purpose usually unnecessary; signed written waiver or attendance without preserved objection waives (§§ 55-8-22 to -23) |
Unless articles, bylaws, or board provide otherwise, any or all directors may use communications through which all participating directors simultaneously hear each other; participation counts as presence (§ 55-8-20(b)) |
Default quorum is majority of number specified/fixed under articles/bylaws; documents may vary it but not below one-third; board range must have an exact number fixed under its governing mechanism; quorum must exist when vote occurs (§§ 55-8-03, 55-8-24(a)-(c)) |
Default act is affirmative majority of directors present with quorum; articles/bylaws or Chapter may require more; presence deems assent unless timely meeting objection, recorded dissent/abstention, or written notice preserves it (§ 55-8-24(c)-(d)) |
Unless articles/bylaws provide otherwise, all directors sign unrevoked written consents describing action; deliver and include/file with records; effect follows delivery of all consents unless another date; revocation before effect; electronic route requires corporate agreement (§§ 55-1-50, 55-8-21) |
Creation/appointment needs greater of majority of directors in office or governing-document action number; one-or-more-member committees/subcommittees inherit board procedure; listed distributions, shareholder acts, vacancies, bylaws, and mergers remain barred (§ 55-8-25) |
Maintain board/committee minutes and no-meeting action records available for inspection within reasonable time; director-duty, conflict, public-company, and disputed-authority questions remain separate (§§ 55-8-30-.831, 55-16-01) |
| North Dakota verified 2026-08-16 | North Dakota Business Corporation Act; a board manages corporate business and affairs, subject to the statutory unanimous-shareholder and shareholder-control-agreement routes; board has 1+ directors (N.D.C.C. §§ 10-19.1-32 to -33) |
Articles/bylaws govern schedule; any director may call on default 10-day notice; meeting may be in/out state, defaults to principal executive office if no place selected, and a majority present without quorum may adjourn until quorum exists (§§ 10-19.1-31, -43, -45) |
Default is at least 10 days, or 3 days for an organizational meeting; no purpose required; preset/previously announced meeting and announced adjournment need no new notice; written/electronic/attendance waiver works if objector does not continue participating (§ 10-19.1-43(3)-(5)) |
Board may hold a solely remote meeting after required notice if all directors can participate with each other and quorum joins; conference telephone or board-authorized other remote means also qualify; participation counts as presence (§ 10-19.1-43(1)-(2)) |
Default is a majority of directors currently holding office; articles/bylaws may set a larger or smaller proportion/number with no stated floor; majority present may adjourn without quorum, and business may continue after post-convening withdrawals (§ 10-19.1-45) |
Act requires the greater of a majority present or a majority of the minimum quorum; articles may require more or unequal votes; advance absent-director consent/opposition counts only if authorized and substantially same proposal is acted on (§§ 10-19.1-44, -46) |
Default is all directors' signed writing; articles may allow signed/authenticated-electronic action by the all-present meeting threshold except shareholder-required action; effective at required count or stated time, with immediate nonconsenter notice (§ 10-19.1-47) |
Majority of directors in office may establish committees; default is 1+ individuals who need not be directors; meeting, absent-vote, and quorum rules apply; authority is limited by board resolution and transaction law, with no general barred-matters list in § 10-19.1-48 |
Keep 3 years of board proceedings; committee minutes, if any, are available to members/directors on request; electronic/database records must be convertible, visually legible, and organized for normal use; fiduciary/conflict/validity issues remain separate (§§ 10-19.1-48(4), -84) |
| Ohio verified 2026-08-15 | Ohio General Corporation Law, R.C. Chapter 1701; covers an Ohio for-profit corporation's directors and committees, separate from shareholder, close-corporation, public-company, and special-entity rules (§ 1701.01) |
Default callers are board chair, president, any vice-president, or any 2 directors; place may be in/out of Ohio; announced time/place avoids adjournment notice; emergency rules broaden callers and quorum (§§ 1701.11(F), 1701.61) |
Default is at least 2 days by personal delivery, mail, telegram, cablegram, overnight service, or another director-authorized means; purpose is unnecessary; articles/regulations/bylaws may vary, and § 1701.61 states no separate waiver rule |
Unless articles/regulations prohibit it, any communications equipment works if all participants can hear each other; participation counts as presence, with no statutory identity or access-record condition (§ 1701.61(B)) |
Default quorum is majority of the whole authorized board, not directors in office; governing documents may vary it; vacancy-filling alone uses majority in office, and quorum must be present for ordinary action (§ 1701.62) |
Default act is majority of directors present with quorum; articles, shareholder/director regulations, or bylaws may require more; § 1701.62 supplies no presumed-assent or dissent-record procedure |
Unless prohibited by articles or qualifying regulations, all directors must approve and sign; writings enter corporate records; authenticated telegram, cablegram, email, or other transmission counts and is signed when sent; no statutory revocation or later-notice rule (§ 1701.54) |
Regulations authorize one-or-more-director committees; directors may name alternates; default action is member majority at meeting or unanimous writing; remote meetings and subcommittees allowed; board/committee vacancies and regulations stay nondelegable (§ 1701.63) |
Keep complete board/committee minutes and file or enter consent writings in corporate records; statute does not prescribe the storage medium or a general defective-action cure; shareholder inspection and disputed-authority issues remain separate (§§ 1701.37, 1701.54) |
| Oklahoma verified 2026-08-16 | Oklahoma General Corporation Act, 18 O.S. §§ 1001-1144; ordinary corporation is managed by or under a one-or-more-natural-person board, subject to the Act and certificate (§ 1027(A)-(B)) |
General board section sets no ordinary default caller, schedule, or adjournment rule; bylaws may regulate corporate affairs, and board meetings may be outside Oklahoma. Emergency bylaws may authorize officer/director calls, attendance-based quorum, substitutes, and feasible notice (§§ 1013(B), 1014, 1027(F)(2)) |
No fixed ordinary board-notice period, required purpose, or delivery method in general board section; certificate/bylaws control. Signed written or electronic waiver may be before/after; nonobjecting attendance waives; waiver need not state business/purpose unless documents require (§§ 1013(B), 1074) |
Board/committee may use conference telephone or other equipment through which all participants can hear or otherwise communicate with each other; participation counts as presence in person; no separate statutory identity or vote-record condition (§ 1027(F)(4)) |
Default majority of total number fixed by/in bylaws or certificate; certificate/bylaws may require more, and bylaws may reduce to no less than one-third unless certificate prohibits. No separate variable-board or vacancy denominator; quorum must be present when action is taken (§ 1027(B), (D)) |
Default act is majority of directors present with quorum; documents may require more and certificate may weight director votes. No general presumed-assent/dissent procedure; interested directors may count toward conflict-transaction quorum, while disclosed conflict approval may use majority of disinterested directors even below quorum (§§ 1027(B), (D), 1030) |
Unless certificate/bylaws restrict, all board or committee members consent in writing/electronically; manual, facsimile, conformed, or electronic signature and designated-system delivery qualify. Future effect within 60 days is allowed and revocable before effect; file consent with minutes in same form; no nonconsenter notice because unanimity (§§ 1014.3, 1027(F)(1)) |
Board may create one-or-more-director committees, alternates, and qualifying substitutes; delegation may cover board power but not shareholder-required approval/recommendation (except director election/removal) or bylaws. Subcommittees allowed; majority then serving is default quorum, variable to one-third floor; majority present acts (§ 1027(C)) |
File board/committee consents with minutes in the same paper/electronic form; minute books may use storage/network/database form if convertible to legible paper. Enacted November 1, 2026 law adds substantially-final approval and narrow pre-filing ratification; conflicts, duties, public companies, and disputed authority remain separate (§§ 1027(F)(1), 1069; 2026 O.S.L. ch. 304) |
| Oregon verified 2026-08-16 | Oregon Business Corporation Act, ORS ch. 60; ordinary domestic for-profit corporation has a board exercising corporate powers and directing management, subject to the articles or a qualifying shareholder agreement (§§ 60.001, .301, .951) |
Regular/special meetings may be in or outside Oregon; articles/bylaws supply ordinary caller and adjournment rules; emergency bylaws may change calls/quorum/substitutes, with practicable notice and officer substitutes during catastrophe (§§ 60.064, .081, .337) |
Regular meetings default to no notice; special meetings default to at least 2 days' notice of date/time/place, with purpose unnecessary; tangible, oral, and qualifying electronic delivery may be used; written signed waiver must identify the meeting, while nonobjecting attendance waives (§§ 60.034, .344, .347) |
Unless articles/bylaws provide otherwise, board may permit any/all directors to use communications through which all participants simultaneously hear one another; participation counts as presence in person (§ 60.337(2)) |
Fixed board: majority of fixed number; variable board: majority of prescribed number or, if none, number in office immediately before meeting; documents may lower to no less than one-third; quorum must exist when vote occurs (§§ 60.307, .351(1)-(3)) |
Default act is affirmative majority of directors present with quorum; articles/bylaws may require more; presence implies assent unless timely objection, recorded dissent/abstention, or prompt written notice preserves it (§ 60.351(3)-(4)) |
Unless articles/bylaws provide otherwise, all board or committee members act and each signs one or more writings describing action; retain with minutes/records; effect is last signature unless an earlier/later date is specified; electronic delivery/signing is recognized subject to § 60.034 limits; no separate revocation or nonconsenter-notice rule (§§ 60.001, .034, .341) |
Board may create one-or-more-director committees by greater of majority of all directors in office or governing-document action number; board procedure applies; distributions, shareholder-required acts, vacancies, and bylaws are barred/limited; alternates allowed (§ 60.354) |
Keep permanent board minutes and records of board no-meeting action and committee action in reasonably tangible-convertible documents; Oregon separately provides defective-action ratification/validation procedures; duties, conflicts, public/benefit corporations, and disputed authority remain separate (§§ 60.270-.291, .357, .361, .771) |
| Pennsylvania verified 2026-08-15 | Pennsylvania Business Corporation Law; the board exercises corporate powers and manages the business unless statute or a qualifying shareholder-adopted bylaw provides otherwise (§ 1721) |
Bylaws supply ordinary call and adjournment procedure; board or notice sets a place inside or outside Pennsylvania; emergency bylaws may alter calls, quorum, and director substitution (§§ 1509, 1703) |
Regular-meeting notice follows bylaws; default special-meeting notice is written and at least 5 days; day, hour, and geographic location are stated, purpose is unnecessary, and signed waiver or nonobjecting attendance waives (§§ 1702-1703, 1705) |
Unless bylaws restrict it, one or more directors may use conference telephone or other technology if all participants can hear each other; participation counts as presence in person (§ 1708) |
Default quorum is a majority of directors in office; bylaws may alter it without an express statutory floor; board size comes from bylaws, articles, or a 3-director fallback (§§ 1723, 1727(a)) |
Default act is a majority of directors present and voting with quorum; one vote each unless a shareholder-adopted bylaw changes it; presence presumes assent unless dissent, abstention, or a negative vote is timely recorded (§§ 1714, 1727(a), 1729) |
Unless bylaws restrict it, all directors in office at the effective time must sign record-form consent; file it with minutes; future effectiveness and record-form revocation before effectiveness are allowed, with no statutory later-notice rule (§§ 102, 1727(b)-(c)) |
Bylaws or board may create one-or-more-director committees and alternates; board procedures apply, but shareholder submissions, board vacancies, bylaws, protected resolutions, and matters reserved to another committee are nondelegable (§ 1731) |
Keep complete board minutes and file consents with them in tangible or retrievable electronic record form; courts may determine contested corporate-action validity, while interested-director and fiduciary issues remain separate (§§ 107, 1508, 1728, 1791, 1793) |
| Rhode Island verified 2026-08-16 | Rhode Island Business Corporation Act; except as the Act or articles provide otherwise, a board manages corporate business and affairs; the board has one or more members (§§ 7-1.2-101, -801 to -802) |
Board/committee meetings may be in or outside Rhode Island; bylaws govern ordinary calls; emergency bylaws may let any officer/director call only during attack-on-U.S. or nuclear/atomic-disaster emergencies (§§ 7-1.2-203(b), -809(a)) |
Bylaws prescribe regular-meeting notice; special meetings default to at least 2 days' date/time/place notice; purpose need not be stated; attendance waives unless solely to object that the meeting was not lawfully called or convened (§ 7-1.2-809(b)) |
Unless articles/bylaws restrict it, directors or committee members may use conference telephone or similar equipment allowing everyone to hear each other at the same time; participation counts as presence (§ 7-1.2-809(b)) |
Default quorum is a majority of the board number fixed under articles/bylaws/shareholder action, or the articles' number if none is otherwise fixed; governing documents may require more, not less; quorum must exist when voting (§ 7-1.2-806) |
With quorum, a majority of directors present ordinarily acts; the board-action sections state no general presence-equals-assent or statutory dissent/abstention procedure, so the vote and minutes control (§§ 7-1.2-806, -1502) |
Unless articles/bylaws provide otherwise, all directors or committee members must consent in writing or electronically before/after the action; file every consent with the minutes; it has unanimous-vote effect (§ 7-1.2-810) |
A majority of the full board may designate committees from board members; delegation may not cover charter amendments, merger plans, extraordinary asset dispositions, voluntary dissolution/revocation recommendations, or bylaw amendments (§ 7-1.2-808) |
Keep correct and complete board and committee minutes in writing or a form convertible to writing within a reasonable time; consent records are filed with those minutes; fiduciary, conflict, and validity disputes remain separate (§§ 7-1.2-810, -1502) |
| South Carolina verified 2026-08-16 | South Carolina Business Corporation Act of 1988; board ordinarily exercises corporate powers and directs management, subject to the Act, articles, or a qualifying unanimous shareholder agreement (§§ 33-1-101, 33-8-101) |
Regular/special meetings may be in or outside South Carolina; articles/bylaws control ordinary callers and adjournment; emergency bylaws may change call, quorum, and substitute-director procedure for a catastrophic event (§§ 33-2-107, 33-3-103, 33-8-200) |
Regular meetings default to no notice; special meetings default to at least 2 days' notice of date/time/place, with purpose unnecessary; written signed waiver or nonobjecting attendance waives (§§ 33-1-410, 33-8-220 to -230) |
Unless articles/bylaws provide otherwise, board may permit any/all directors to use communications through which all participants simultaneously hear one another; participation counts as presence in person (§ 33-8-200(b)) |
Fixed board: majority of directors then in office; variable board: majority of prescribed number or, if none, those in office immediately before meeting; documents may lower to no less than one-third; quorum must exist at vote (§§ 33-8-103, 33-8-240(a)-(c)) |
Default act is affirmative majority of directors present with quorum; articles/bylaws may require more; presence implies assent unless timely objection, recorded dissent/abstention, or prompt written notice preserves it (§ 33-8-240(c)-(d)) |
Unless articles/bylaws provide otherwise, all board or committee members assent and each signs one or more writings describing action; file with minutes/records; effect is last signature unless another date; agreed electronic records/signatures may qualify (§§ 26-6-50, -70; 33-8-210) |
Board creates committees of at least 2 directors by greater of majority of all directors in office or governing-document action number; board procedure applies; 8 listed distribution, shareholder, vacancy, charter, bylaw, merger, share-reacquisition, and share-issuance matters are barred/limited (§ 33-8-250) |
Keep permanent board/committee minutes and no-meeting action records in written or reasonably convertible form; conflict ratification, director duties, public-company, and disputed-authority issues use separate rules (§§ 33-8-300 to -310, 33-16-101) |
| South Dakota verified 2026-08-16 | South Dakota Business Corporation Act; each corporation ordinarily has a board that exercises corporate powers and directs management, subject to stated exceptions and the articles (SDCL §§ 47-1A-101, -801) |
Regular/special meetings may be in or outside South Dakota; bylaws regulate ordinary calls/scheduling; emergency bylaws may set call, quorum, and additional/substitute-director rules when catastrophe prevents assembling a quorum (§§ 47-1A-206 to -207, -820) |
Regular meetings default to no notice; special meetings default to at least 2 days' date/time/place notice and no purpose; signed written waiver filed with records or nonobjecting attendance waives (§§ 47-1A-822 to -823) |
Unless articles/bylaws provide otherwise, any or all directors may participate through a method allowing all participants to hear one another simultaneously; participation counts as presence in person (§ 47-1A-820) |
Default quorum is a majority of the fixed board or, for a variable range, the prescribed number or directors in office immediately before the meeting; documents may lower it only to 1/3, and quorum must exist when voting (§ 47-1A-824) |
With quorum, a majority of directors present ordinarily acts; presence presumes assent unless the director timely objects or records/delivers dissent or abstention, and a favorable voter cannot dissent (§§ 47-1A-824 to -824.1) |
Unless articles/bylaws require a meeting, every director must sign and deliver consent describing the action; act occurs when all unrevoked consents arrive, may set an effective time, and consent may be revoked before completion (§ 47-1A-821) |
Board may create one-or-more-director committees by the greater statutory approval vote; board procedure applies; distribution, shareholder-action, vacancy, and bylaw powers are restricted, with alternate/substitute-member routes (§§ 47-1A-825 to -825.3) |
Keep permanent board minutes, all board no-meeting actions, and committee actions taken for the board in writing or a form convertible to writing; fiduciary, conflict, and contested-validity issues remain separate (§ 47-1A-1601) |
| Tennessee verified 2026-08-15 | Tennessee Business Corporation Act, Title 48, chapters 11-27; board directs corporate powers subject to charter, but a charter may dispense with/limit board authority for a corporation with 50 or fewer shareholders; board has 1+ individuals (§§ 48-18-101, -103) |
Meetings may be in/out of Tennessee; unless bylaws say otherwise, chair, president, or any 2 directors call special meetings; no new adjourned notice if time/place fixed and each adjournment is no more than 1 month; emergency rules alter call/quorum/membership (§§ 48-12-107, 48-13-103, 48-18-201, -203(c)) |
Regular meetings default to no notice; special meetings default to at least 2 days of date/time/place but charter/bylaws may set longer/shorter; purpose defaults unnecessary; general physical/electronic delivery rules apply; signed waiver or qualified attendance waives (§§ 48-11-202, 48-18-203 to -204) |
Unless charter/bylaws say otherwise, board may permit any/all directors to use communications through which all participants simultaneously hear one another; participation counts as in-person presence (§ 48-18-201(b)) |
Fixed board: majority of fixed number; variable board: majority of prescribed number, or directors in office immediately before meeting if none prescribed; charter/bylaws may raise quorum or lower it no further than one-third; quorum must exist at vote (§§ 48-18-103, -205(a)-(c)) |
With quorum, majority of directors present acts unless charter/bylaws require more; presence presumes assent unless timely call objection, minutes entry, or written dissent/abstention before or immediately after adjournment; affirmative voter cannot dissent (§ 48-18-205(c)-(d)) |
Unless charter/bylaws require a meeting, every director must sign/deliver consent to the no-meeting route, but the action needs only meeting-equivalent affirmative votes; counterparts state each vote/abstention; effective when all delivered or stated time; revocable before all unrevoked consents arrive (§ 48-18-202) |
Board creates 1+ member committees under greater-of approval; only directors may serve on committees exercising board power; board procedure applies; five listed matters are barred/limited, with formula/method and board-prescribed share-issuance exceptions (§ 48-18-206) |
Keep permanent board minutes, no-meeting actions, and delegated committee actions in written or reasonably convertible form; the current chapters have no general defective-action validation part; conflict, conduct, public-company, and contested-authority issues remain separate (§ 48-26-101; Title 48 chapters 11-27 index) |
| Texas verified 2026-08-15 | Texas Business Organizations Code; the board exercises corporate powers and directs management, subject to statutory and governing-document exceptions (§ 21.401) |
Bylaws govern regular/special meeting procedure and caller authority; place may be inside or outside Texas as governing documents, the authorized caller, or all notice-entitled persons set; no general statutory emergency route (§§ 6.001, 21.411) |
Bylaws set whether regular meetings need notice and the special-meeting notice rule; purpose is unnecessary unless bylaws require it; signed waiver before/after or nonobjecting attendance waives (§§ 6.051, 21.411-.412) |
Conference telephone, video, Internet, or another suitable system is allowed if each participant can communicate with all others; remote voting needs identity measures and an action record; participation counts as presence (§§ 6.002-.003) |
Default is a majority of the number set or established under the certificate/bylaws; documents may vary it but not below one-third; quorum must still exist when the act is taken (§§ 21.403, 21.413, 21.415(a)) |
Default act is a majority of directors present with quorum, subject to greater requirements and special voting rights; presence presumes assent unless dissent/abstention is properly recorded or sent (§§ 21.406, 21.414-.415) |
Default requires all board or committee voters to sign consent stating the action; governing documents may alter the board rule; counterparts, reliable copies, and qualifying electronic transmissions work; future effect and pre-effect revocation are allowed (§§ 6.201, 6.205, 21.415(b)) |
Certificate/bylaws must authorize; board may designate one-or-more-director committees and alternates; delegation controls, but listed charter, merger, asset-sale, winding-up, bylaw, vacancy, officer, and resolution matters remain barred (§ 21.416) |
Keep board/committee minutes in paper or convertible electronic form; a narrow ratification rule covers certain filed or referenced plans/documents; conflict, fiduciary, listed-company, and contested-authority issues remain separate (§§ 3.106, 3.151, 21.418) |
| Utah verified 2026-08-16 | Utah Revised Business Corporation Act, Utah Code Title 16 ch. 10a; ordinary corporation has a natural-person board exercising corporate powers and directing management, subject to articles/shareholder-agreement limits (§§ 16-10a-801 to -803) |
Regular/special meetings may be in or outside Utah; general board sections name no ordinary caller or adjournment rule, so articles/bylaws control. Formation-only caller is majority of initial directors; bylaws may regulate emergency management, but Act supplies no separate emergency-board call/quorum route (§§ 16-10a-205 to -206, -820) |
Regular meetings default to no notice; special meetings default to at least 2 days' notice of date/time/place, with purpose unnecessary. Writing, reasonable oral notice, phone, consented electronic delivery, mail/private carrier allowed; written signed waiver need not be delivered/filed to work, while nonobjecting attendance waives (§§ 16-10a-103, -822 to -823) |
Unless articles/bylaws provide otherwise, board may permit any/all directors to use communications through which all participants can hear one another; participation counts as presence in person; no separate identity or vote-record condition (§ 16-10a-820(2)) |
Fixed board: majority of fixed number; ranged board: majority of prescribed number or, if none, number in office immediately before meeting. Documents may increase or lower to one-third floor. Board generally has 3+ directors after shares, with fewer-than-3-voting-shareholder exception; quorum must exist when vote occurs (§§ 16-10a-803, -824(1)-(3)) |
Default act is affirmative majority present with quorum; documents/chapter may require more. Presence implies assent unless timely meeting objection, contemporaneous minutes request, or written dissent/abstention before adjournment/promptly after preserves it; favorable voter cannot dissent. Conflict approval uses majority/quorum of qualified directors (§§ 16-10a-824, -852) |
Unless articles/bylaws/chapter provide otherwise, all directors consent in writing; last signature takes action unless a prior written revocation is received, and board may set another effective date. Electronic consent must give a complete copy plus director/date attribution; no nonconsenter notice because unanimity (§ 16-10a-821) |
Board may create committees of at least 2 directors by greater of majority of directors in office or governing-document action number; board meeting/consent procedure applies. Section 16-10a-825 delegates specified board authority and states no general barred-power list, so transaction-specific statutes/documents must be checked (§ 16-10a-825) |
Keep permanent board minutes, board no-meeting records, committee-in-place records, and notice waivers; written or reasonably convertible form allowed. Chapter states no general defective-action ratification system; duties, conflicts, public-company rules, transaction approvals, and disputes remain separate (§ 16-10a-1601) |
| Vermont verified 2026-08-16 | Vermont Business Corporation Act; corporate powers and business/affairs are exercised and managed by or under a board, subject to articles and special close-corporation routes; ordinary board has 1+ individuals (11A V.S.A. §§ 8.01, 8.03) |
Regular/special meetings may be inside or outside Vermont; statute does not name an authorized caller or state a general emergency/adjournment rule, so articles/bylaws and valid board rules must supply those details (§§ 8.20, 8.22) |
Regular meetings default no notice; special meetings need 2+ business days' date/time/place notice, variable by articles/bylaws, no purpose required; general written/oral and delivery rules apply; signed or qualified-attendance waiver (§§ 1.41, 8.22-.23) |
Board may allow any/all directors to join or conduct meeting by electronic, telecom, video/audio conference, telephone, or other means allowing all participants to communicate simultaneously or sequentially; participation counts as in-person presence (§ 8.20(b)) |
Majority of fixed number, or for variable range prescribed number/otherwise number in office immediately before meeting; articles/bylaws may require greater number but statute states no lower quorum or survival-after-loss route (§§ 8.03(c), 8.24(a)) |
Majority present at time of vote acts unless greater articles/bylaws threshold; presence presumes assent unless meeting objection, minute-recorded dissent/abstention, or written notice to presider before adjournment; yes-voter cannot dissent (§ 8.24(b)-(c)) |
Unless articles/bylaws preclude, all directors sign one/more written consents describing action and include/file them with minutes/records; effective at last signature or specified date; no express revocation, electronic-consent, or later-notice route (§ 8.21) |
Board creates 2+ member-director committees by greater of majority in office or governing-document action count; board procedure applies; eight barred/limited matters include distributions, shareholder action, vacancies, articles/bylaws, merger, shares (§ 8.25) |
Keep permanent board minutes and board/committee action records; written consent included/filed with minutes or records; records may be written/electronic and reasonably convertible; fiduciary, conflict, transaction, and dispute issues remain separate (§§ 8.21, 8.23, 16.01) |
| Virginia verified 2026-08-15 | Virginia Stock Corporation Act; ordinary corporation has board exercising corporate powers and managing under its direction/oversight, subject to articles and qualifying shareholder-agreement limits (§§ 13.1-671.1, 13.1-673) |
Articles/bylaws/valid resolutions supply ordinary caller and adjournment mechanics; meetings may be in/out of Virginia; catastrophic/attack/pandemic/government-declaration emergency bylaws may change calls, quorum, and substitute directors (§§ 13.1-625, 13.1-684, 13.1-686) |
Regular meetings default to no date/time/place/purpose notice; special notice follows articles/bylaws or consistent board resolution, with purpose usually unnecessary; signed delivered waiver or attendance without preserved objection waives (§§ 13.1-686-.687) |
Unless articles/bylaws provide otherwise, any/all directors may use communications through which all participating directors simultaneously hear each other; participation counts as presence in person (§ 13.1-684(B)) |
Fixed-board default is majority of fixed number; variable-board default is majority of prescribed number or, if none, directors in office immediately before meeting; documents may vary but not below one-third; quorum must exist when vote occurs (§§ 13.1-675, 13.1-688(A)-(C)) |
Default act is affirmative majority of directors present with quorum; documents may require more; presence deems assent unless timely meeting objection, recorded dissent/abstention, or delivered notice preserves it; no proxy absent qualifying shareholder agreement (§ 13.1-688(C)-(E)) |
Unless documents require a meeting, every director signs consent describing action and delivers to secretary; last signature ordinarily effects action; signed delivered revocation works before all unrevoked consents arrive; electronic and ≤60-day future-event routes qualify; no later notice (§ 13.1-685) |
Greater of majority in office or document action number creates two-or-more-director committee; board procedure applies; listed shareholder, vacancy, charter, bylaw, merger, distribution, and share acts remain barred/limited; 2026 law permits nonvoting outsiders and a special officer-only share committee (§ 13.1-689) |
Keep permanent board minutes, no-meeting actions, and committee actions in document/electronic/convertible form; defective-action ratification uses separate resolution, original-action quorum/vote, notice, filing, and challenge rules; fiduciary, conflict, public-company, and disputed-authority issues remain separate (§§ 13.1-614.1-.8, 13.1-690-.691, 13.1-770) |
| Washington verified 2026-08-15 | Washington Business Corporation Act; a board ordinarily exercises corporate powers and directs management, subject to statutory, article, and qualifying shareholder-agreement limits (RCW 23B.01.010, 23B.08.010) |
Regular/special meetings may be in or outside Washington; ordinary statutes leave caller and adjournment mechanics to governing documents; emergency bylaws or catastrophic-event powers may alter call, notice, quorum, and membership (RCW 23B.02.070, 23B.03.030, 23B.08.200) |
Regular meetings default to no notice; special meetings default to at least 2 days' written notice of date/time/place, with purpose unnecessary; documents may vary; written waiver or qualified attendance waives (RCW 23B.01.410, 23B.08.220-.230) |
Unless articles/bylaws say otherwise, any or all directors may use communications through which all participants can hear one another during the meeting; participation counts as in-person presence (RCW 23B.08.200(2)) |
Default quorum is a majority of the director number specified or fixed under articles/bylaws, not directors then in office; documents may vary it but not below one-third; quorum must exist when the vote occurs (RCW 23B.08.030, .240(1)-(3)) |
With quorum, majority of directors present acts unless law/articles/bylaws require more; presence presumes assent unless timely call objection, recorded dissent/abstention, or written dissent/abstention is delivered; an affirmative voter cannot dissent (RCW 23B.08.240(3)-(4)) |
Default requires all board members; one or more consents must describe the action, be executed by each director, and reach corporate minutes/records; qualifying electronic transmissions work; approval occurs at the last execution, with no general revocation or nonconsenter-notice rule (RCW 23B.08.210) |
Board may establish one-or-more-director committees under the statutory approval rule; board meeting/consent rules apply; delegation controls, but distributions outside board-set limits, shareholder-required action, board/committee vacancies, and bylaws remain barred (RCW 23B.08.250) |
Keep permanent board minutes, board consents, and delegated committee actions in paper-convertible form; chapter 23B.30 RCW supplies a separate defective-action ratification/validation route; conflicts, fiduciary duties, public-company rules, and disputes remain separate (RCW 23B.08.300, .720; 23B.16.010; 23B.30.010-.080) |
| West Virginia verified 2026-08-16 | West Virginia Business Corporation Act; each corporation ordinarily has a board that exercises corporate powers and directs management, subject to stated exceptions and the articles (§§ 31D-1-101, 31D-8-801) |
Regular/special meetings may be in or outside West Virginia; bylaws may regulate calls and scheduling; emergency bylaws may set call, quorum, and substitute-director rules when catastrophe prevents assembling a quorum (§§ 31D-2-205 to -206, 31D-8-820) |
Regular meetings default to no notice; special meetings default to at least two days' notice of date, time, and place, with no purpose required; signed written waiver or nonobjecting attendance waives (§§ 31D-8-822 to -823) |
Unless articles/bylaws provide otherwise, any or all directors may participate through a method allowing all participants to hear one another simultaneously; participation counts as presence in person (§ 31D-8-820(b)) |
Default quorum is a majority of the fixed board or, for a variable range, the prescribed number or directors in office immediately before the meeting; documents may lower it only to one-third, and quorum must exist when voting (§ 31D-8-824(a)-(c)) |
With quorum, a majority of directors present ordinarily acts; presence presumes assent unless the director timely objects or records/delivers dissent or abstention, and a favorable voter cannot dissent (§ 31D-8-824(c)-(d)) |
Unless articles/bylaws provide otherwise, all directors must sign one or more written consents describing the action; retain them with minutes/records; effect is the last signature unless another date is specified (§ 31D-8-821) |
Board-created committees need at least two directors and the greater statutory approval vote; board procedure rules apply, but distributions, shareholder-required action, listed vacancies, bylaws, certain mergers, and listed share actions remain restricted (§ 31D-8-825) |
Keep permanent board minutes, all board no-meeting actions, and committee actions taken for the board, in writing or a form convertible to writing; fiduciary, conflict, and contested-validity issues remain separate (§ 31D-16-1601) |
| Wisconsin verified 2026-08-15 | Wisconsin Business Corporation Law, ch. 180; an ordinary domestic for-profit corporation has a board of 1+ natural persons, and board authority is subject to article limits (§§ 180.0103(5), 180.0801, 180.0803) |
Regular/special meetings may be in or outside Wisconsin; ch. 180 states no ordinary default caller or adjournment rule. A catastrophic event preventing ready assembly of a quorum activates emergency-bylaw and statutory notice/quorum substitutes (§§ 180.0207, 180.0303, 180.0820(1)) |
Regular meetings default to no notice; special meetings default to at least 48 hours of date/time/place, with no purpose required. Notice is written by default and may use personal, delivery, phone, or electronic methods; signed retained waiver or qualified attendance waives (§§ 180.0141(6)-(7), 180.0822-.0823) |
Unless articles/bylaws provide otherwise, board may allow all/some directors to use simultaneous audio or immediate all-participant message transmission with immediate reply; participants must be told official business may occur and count as present in person (§ 180.0820(2)) |
Default board quorum is a majority of the number specified/fixed under articles or bylaws; governing documents may raise it or reduce it no lower than one-third. Committee denominator is appointed members. Quorum must exist when the vote is taken (§ 180.0824(1)-(3)) |
With quorum, majority present acts unless articles/bylaws require more. A director announced present assents unless the director timely objects, records dissent/abstention in minutes, or gives the specified written notice; an affirmative voter cannot dissent or abstain (§ 180.0824(3)-(4)) |
Unless articles/bylaws provide otherwise, all directors must sign one or more written consents describing the action and corporation must retain them; electronic signature qualifies. Effective at last signature or stated date; future/event consent is revocable before effect and counts only if signer is then a director (§§ 180.0103(16), 180.0821) |
Board may create 1+ member director committees and alternates using the ordinary board-action threshold; committee uses meeting/consent rules and may exercise delegated board authority, but may not approve/recommend shareholder-required action or adopt/amend/repeal bylaws (§§ 180.0824, 180.0825) |
If a director requests meeting minutes, they must be prepared/distributed; prepared board minutes, no-meeting actions, and delegated committee actions are permanent records in written or convertible form. Ch. 180 has no general defective-action cure; conflict ratification and disputes remain separate (§§ 180.0820(3), 180.0831, 180.1601) |
| Wyoming verified 2026-08-16 | Wyoming Business Corporation Act; each corporation has a board exercising corporate powers and managing/overseeing business and affairs, subject to articles and authorized shareholder agreements; board has 1+ individuals (W.S. §§ 17-16-801, -803) |
Regular/special meetings may be inside or outside Wyoming; statute does not name an authorized caller or state a general emergency/adjournment rule, so articles/bylaws and valid board rules must supply those details (§§ 17-16-820, -822) |
Regular meetings default no notice; special meetings need 2+ days' date/time/place notice, variable by articles/bylaws, no purpose required; general written/oral/electronic delivery rules apply; signed or qualified-attendance waiver (§§ 17-16-141, -822, -823) |
Unless articles/bylaws say otherwise, any/all directors may join or conduct meeting by any communication means, including electronic transmission, allowing all participants to communicate with each other during meeting; counts as in-person presence (§ 17-16-820(b)) |
Majority of fixed number, or for variable range prescribed number/otherwise number in office immediately before meeting; articles/bylaws may require more or reduce to no fewer than 1/3; no quorum-survival-after-loss rule stated (§ 17-16-824(a)-(b)) |
Majority present when vote occurs acts unless greater articles/bylaws threshold; presence presumes assent unless meeting objection, minute-recorded dissent/abstention, or written notice before/immediately after adjournment; yes-voter cannot dissent (§ 17-16-824(c)-(d)) |
Unless articles/bylaws say otherwise, requisite number signs written consent(s) or sends electronic transmissions describing action; effective on sufficient delivery or stated time, revocable before completion; written notice to nonconsenting/nonvoting directors within 10 days (§ 17-16-821) |
Board creates 1+ member-director committees by greater of majority in office or governing-document action count; board procedure applies; distributions, shareholder action, vacancies, and bylaws require specific board authorization, with alternate/substitute routes (§ 17-16-825) |
Keep permanent board minutes and board/committee action records; consents included/filed with minutes or records; distributed/electronic database form allowed if reasonably convertible; fiduciary, conflict, transaction, notice-remedy, and dispute issues remain separate (§§ 17-16-821, -823, -1601) |
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