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Bylaws And Supermajority Board Voting Requirements

Yesterday’s post concerned various provisions that, although not required to be included in the articles of incorporation, must be included if they are to be effective.  One of these provisions relates to supermajority voting requirements: A provision requiring, for any or all corporate actions (except as provided in Section 303 [removal of directors without cause],…

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Is The Chairman Of The Board A Corporate Officer?

One of the principal distinctions between corporate officers and directors is that officers have the authority of autonomous action as corporate agents while directors must act collectively.  As discussed in “Worlds In Collision – Agency Law And A Director’s Fiduciary Duties“, a director qua director is generally not an agent of the corporation and neither is the board…

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Surprise! Some CalPERS Board Members Can Attend Meetings And Vote By Proxy

CalPERS’ Domestic Principles of Accountable Corporate Governance (United States) unequivocally assert: No director can fulfill his or her potential as an effective board member without a personal dedication of time and energy. The same principle would seem to apply to members of CalPERS’ own Board of Administration.  Surprisingly, however, state law allows certain members of the CalPERS…

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