What is a special meeting of directors?
While the corporation must generally hold annual directors meetings, a directors meeting can be called at any other time. This is known as a special meeting of directors and it can be called by the directors or officers at any time. Typically, special meetings are called when the directors want to hire or fire officers, or when there is a need to address some unique circumstance that has arisen and which cannot wait until the next annual directors meeting.
There must be a written notice issued ahead of the meeting so that all of the directors know that a special meeting has been set up. Typically this notice is issued by the corporate secretary, and this is known as a “call” (that is, a director or officer issues a call to the secretary, who then issues notice of the call to all directors).
As with annual meetings, any vote is only valid if there is a quorum of directors present. This ensures that a minority of directors can’t take controlling actions. Each state’s corporate laws define what that state considers a “quorum” to be, and it is usually defined as simply being a majority of the directors. And as with annual meetings, the corporate secretary must record minutes based on the meeting, outlining what the meeting was about, who attended, who ran it and when and where the meeting took place.