Special meetings require some advance notice, but the agenda of special directors' meetings is not limited to what is set forth in the notice, as it is with shareholders' special meetings. In most states, directors may hold board meetings by phone and may act by unanimous written consent without a meeting. A quorum for board meetings usually exists if a majority of the directors in office immediately before the meeting are present. The quorum number may be increased or decreased by amending the bylaws, though it may not be decreased below any statutory minimum. A quorum must be present for directors to act, except when the board is filling a vacancy.
Most statutes allow either the board itself or shareholders to fill vacancies.
A fiduciary occupies a position of trust for another and owes the other a high degree of fidelity and loyalty. A director owes the corporation the duty to manage the corporation's business with due care. Statutes typically define using due care as acting in good faith, using the care an ordinarily prudent person would use in a similar position and situation, and acting in a manner the director reasonably thinks is in the corporation's best interests. Self-dealing transactions raise questions about directors' duty of loyalty. A self-dealing transaction occurs when a director is on both sides of the same transaction, representing both the corporation and another person or entity involved in the transaction.