Title 46, Chapter 3, Section 298
( 46-3-298)
(a) Unless the articles of incorporation or bylaws otherwise
provide, meetings of the board of directors, whether regular or
special, may be held either within or outside of this state. The
time and place for holding meetings of the board of directors may be
fixed by or under the bylaws or, if not so fixed, by the board. (b) Regular meetings of the board of directors may be held with or
without notice, as prescribed in the articles of incorporation or
bylaws or in a standing resolution of the board of directors.
Special meetings of the board of directors may be held upon such
notice as is prescribed in the articles of incorporation or the
bylaws. Unless otherwise prescribed in the articles of incorporation
or bylaws, written notice of the time and place of special meetings
of the board of directors shall be given to each director either by
personal delivery or by mail, telegram, or cablegram at least two
days before the meeting. (c) Notice of a meeting of the board of directors need not be given
to any director who signs a waiver of notice either before or after
the meeting. Attendance of a director at a meeting shall constitute
a waiver of notice of such meeting and waiver of any and all
objections to the place of the meeting, the time of the meeting, or
the manner in which it has been called or convened, except when a
director states, at the beginning of the meeting, any such objection
or objections to the transaction of business. (d) Neither the business to be transacted at nor the purpose of any
regular or special meeting of the board of directors need be
specified in the notice or waiver of notice of such meeting unless
required by the articles of incorporation or bylaws. (e) A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another
time and place. Unless the articles of incorporation or bylaws
otherwise provide, notice of any such adjourned meeting shall be
given to the directors who were not present at the time of the
adjournment and, unless the time and place of the adjourned meeting
are announced at the time of the adjournment, to the other
directors. (f) Meetings of the board of directors may be called by the chairman
of the board, by the president, by 25 percent of the directors then
in office, or by any other person or persons authorized by the
articles of incorporation or bylaws. |