How are director’s votes conducted and counted in a closely held corporation?
In New York and generally, directors’ votes are counted on a per person basis.
It bears noting that in Delaware, if the corporation wants to count directors’ votes on a basis other than per person, provisions in that regard must be included in the certificate of incorporation. Delaware General Corporation Law Section 141(d).
The total number of directors can be set in the by-laws of the corporation. The minimum number of directors, per applicable law, is one. N.Y. Business Corp. Law § 702.
In order to conduct a director vote there must be quorum of directors at a duly called meeting of directors.
The by-laws of the corporation proscribe how a directors’ meeting should be called and noticed. N.Y. Business Corp. Law § 711.
Generally, a quorum of directors is a majority of the directors. N.Y. Business Corp. Law § 707.
In lieu of a formal vote, directors may consent to corporate action by unanimous written consent. N.Y. Business Corp. Law § 708.
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