The officers of the corporation should keep the directors advised concerning corporate affairs. The Board of Directors should be advised of an take action on all significant matters such as entering contracts, making expenditures, etc. For more on director actions, click here . Following Proper Meeting Formalities You must be certain to carefully follow corporate formalities in calling and holding any meeting of the shareholders or directors. You should refer to your Corporate Bylaws for the formalities that need to be followed when holding shareholder or director meetings or taking actions by written consent.
Most states now permit formal actions to be taken in writing without holding a formal meeting.
Some states permit actions in writing to be taken by having a majority of the directors or shareholders execute a written consent action. Some states only permit written consent actions to be taken if all of the shareholders or directors execute the action and the action taken is unanimously agreed.