(b) The board of directors of a company shall consist of 1 or more members, each of whom shall be a natural person. The number of directors shall be determined by or in the articles, unless the memorandum of association specifies the number of directors; In this case, a change in the number of administrators can only be made by modifying the certificate. Directors do not need to be shareholders unless required by the Certificate of Incorporation or the articles. The certificate of incorporation or articles may prescribe other qualifications for directors. Each director shall remain in office until his or her successor is elected and qualified, or until he or she resigns or recalls earlier. Any director may resign at any time by written notice or by electronic transmission to the Company. A withdrawal takes effect at the time the withdrawal is served, unless the withdrawal indicates a subsequent date of entry into force or a date of entry into force determined for the occurrence of one or more events. A resignation subject to the inability of the director to obtain a specific vote for re-election as a director may provide that it is irrevocable. A majority of the total number of directors constitutes a quorum, unless the certificate of incorporation or the statutes require a greater number. Unless otherwise provided in the memorandum of association, the articles may provide that a number less than a majority constitutes a quorum, which may in no case be less than 1/3 of the total number of directors. The vote of a majority of the directors present at a quorum meeting is the act of the board of directors, unless the certificate of incorporation or articles require a larger vote. (a) Every corporation incorporated under this Chapter shall have such officers with the titles and duties set forth in the articles or in any resolution of the board of directors that is not contrary to the articles and that are necessary to enable it to sign deeds and share certificates in accordance with sections 103(a)(2) and 158 of this title. One of the officers is responsible for recording the minutes of the general meetings of shareholders and directors in a book to be kept for that purpose.
Any number of offices may be held by the same person, unless the instrument of incorporation or articles of association provide otherwise. (d) The directors of a company constituted in accordance with this Chapter may be divided into 1, 2 or 3 classes by the instrument of incorporation or by an original statute or articles adopted by the shareholders; the term of office of members of the first class ending at the first annual meeting held after the entry into force of this Classification; of the second class 1 year later; of the third class 2 years later; and at each annual election held after the coming into force of this Classification, the directors shall be elected, if any, for a full term to succeed those whose term expires. The instrument of incorporation or provisions of the articles dividing directors into classes may authorize the board of directors to assign to those classes members of the board of directors who are already in office on the effective date of this classification. The certificate of incorporation may confer on the holders of a class or series of shares the right to elect 1 or more directors who sit for that term and who have the voting rights provided for in the certificate of incorporation. The term of office and voting rights of directors elected separately by the holders of a class or series of shares may be greater or lower than those of another director or class of directors. In addition, the certificate of incorporation may confer on 1 or more directors, whether or not elected separately by the holders of a class or series of shares, voting rights greater or lower than those of the other directors. Such a provision, which confers more or less voting rights, shall apply to voting in committee, unless otherwise provided in the instrument of constitution or the statutes. Where the memorandum of association provides that 1 or more directors have more or less than 1 vote per director in a matter, any reference in this Chapter shall refer to a majority or other proportion of directors. (2) By a committee of such directors appointed by a majority vote of such directors, even if there is no quorum; or (e) A member of the Board of Directors or a member of a committee appointed by the Board of Directors shall be fully protected in the performance of his or her duties if he or she relies in good faith on the records of the Company and on any information, opinion, report or statement submitted to the Company by any officer or employee of the Company. or committees of the Board of Directors or any other person with respect to matters that the member reasonably believes are within the professional or professional competence of that other person and that has been selected with reasonable care by or on behalf of the Corporation.
(1) A majority of the members who are not parties to such an action or proceeding, even if a quorum is not present; or (3) Unless otherwise specified in the constitution, articles or decision of the board of directors designating the committee, a committee may establish 1 or more subcommittees, each subcommittee consisting of 1 or more members of the committee, and delegate some or all of the powers of the committee to a subcommittee. Except references to committees and committee members in subdivision c of this section, any reference in this chapter to a committee of the board of directors or a member of a committee shall be construed as a reference to a subcommittee or a member of a subcommittee. 2. In the case of a corporation with cumulative voting rights, where less than the entire board of directors is to be removed, no director may be removed without cause if the votes cast against the removal of that director would be sufficient to elect that director, if elected cumulatively at an election of the full board of directors, or if there are categories of directors: in the event of election of the category of directors to which that director belongs. (f) Except as otherwise provided in the certificate of incorporation or the articles, (1) Any action required or permitted at a meeting of the board of directors or committee may be taken without a meeting if all members of the board of directors or committee consent, if any, in writing or by electronic transmission, and (2) consent may be documented in any manner permitted under section 116 of this Title, be signed and delivered.