What Must We Do Regarding Corporate Board Meetings?

The following question (edited for length) is from Founders Space. Q. What’s the minimum two founders must do regarding board meetings for a startup Delaware corporation doing business in California?

A. You should hold an annual stockholder meeting – or, alternatively, prepare a written consent – at which the stockholders elect the board of directors. See Delaware General Corporation Law Sections 211 and following.

Subject to bylaws provisions, at annual board meetings the board should appoint officers. See DGCL Section 142.

The officers carry out the corporation’s day-to-day business activities, such as signing routine contracts. However, the board should approve all important transactions: a merger or acquisition, an unusually large investment, etc.

When the corporation was formed, the board should have passed standard startup resolutions. These include appointment of officers, authorizing issuance of shares for specified consideration, approval of corporate seal and form of stock certificate, etc.

The secretary should prepare minutes of all board meetings. Meeting minutes, with written consents, should be kept in the corporate records book.

Dana H. Shultz, Attorney at Law  +1 510 547-0545  dana [at] danashultz [dot] com
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