Title 46, Chapter 8, Section 47
( 46-8-47)
(a) The board of directors shall have the authority to fix the
compensation of directors for services in any capacity unless
otherwise provided in the charter or the bylaws. (b) The board of directors may select or appoint one of their number
to be chairman of the board of directors. The chairman of the board
of directors or the president may appoint such vice-presidents as he
deems necessary and prescribe their terms of office, compensation,
and duties when authorized to do so by the bylaws of the
corporation. (c) Unless the bylaws otherwise provide, meetings of the board of
directors, whether regular or special, may be held within or without
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. (d) Regular meetings of the board of directors may be held with or
without notice, as may be prescribed in the bylaws. Special meetings
of the board of directors shall be held upon such notice as is
prescribed in the bylaws. Unless otherwise prescribed in the 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, cablegram, or radiogram at
least two days before the meeting. (e) Notice of a meeting of the board of directors need not be given
to any director who signs a waiver of notice either before, during,
or after a meeting. Attendance of a director at a meeting shall
constitute a waiver of notice of such meeting and a waiver of all
objections to the place of the meeting, the time of the meeting, and
the manner in which it was called or convened, provided that a
director may state at the beginning of the meeting any such
objection to the transaction of business. (f) 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 bylaws. (g) 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 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. (h) Meetings of the board of directors may be called as prescribed
by the bylaws or, if there is no such provision in the bylaws, by
the chairman of the board, or, if there is no chairman, by the
president of the company. (i) Unless the articles of incorporation or the bylaws provide that
a different number shall constitute a quorum, a majority of the
number of directors fixed by the bylaws, or, in the absence of a
bylaw fixing the number of directors, then of the number stated in
the articles of incorporation or of the number last fixed by the
shareholders, shall constitute a quorum for the transaction of
business. In no case shall less than one-third of the total number
of directors or fewer than two directors constitute a quorum. (j) The vote of a majority of the directors present at the time of
the vote, if a quorum is present at such time, shall be the act of
the board of directors, unless the vote of a greater number is
required by the articles of incorporation or the bylaws. |