§ 10-33-39 — Board meetings

1. Meetings of the board may be held from time to time as provided in the articles or
bylaws at any place within or without the state that the board may select or by any
means described in subsection 2.
a. Unless the articles or bylaws provide otherwise, a meeting of the board must be
held at least once per year.
b. If the articles, bylaws, or board fails to select a place or method for selecting a
place for a meeting, the meeting must be held at the principal executive office.
c. Participation in a meeting by a means set forth in subsection 2 constitutes
presence in person at the meeting.
2. Any meeting among directors may be conducted:
a. Solely by one or more means of remote communication through which all of the
directors may participate in the meeting:
(1) If the notice required by subsection 3 is given for the meeting; and
(2) If the number of directors participating in the meeting is sufficient to
constitute a quorum at a meeting.
b. By means of conference telephone or, if authorized by the board, by such other
means of remote communication, in each case through which that director, other
directors so participating, and all directors physically present at the meeting
participate with each other during the meeting.
3. Unless the articles or bylaws provide for a different time period, a director may call a
board meeting by giving at least ten days' notice or, in the case of organizational
meetings pursuant to subsection 2 of section 10-33-25, at least three days' notice, to
all directors of the date, time, and place of the meeting.
a. The notice must contain the substance of any proposed amendment to the
articles but otherwise need not state the purpose of the meeting unless the
articles or bylaws require it.
b. Any notice to a director given under any provision of this chapter, the articles, or
the bylaws by a form of electronic communication consented to by the director to
whom the notice is given is effective when given.
c. Consent by a director to notice given by electronic communication may be given
in writing or by authenticated electronic communication. Any consent so given
may be relied upon until revoked by the director, provided that no revocation
affects the validity of any notice given before receipt of revocation of the consent.
4. If the date, time, and place of a board meeting have been provided in the articles or
bylaws, or announced at a previous meeting of the board, no notice is required. Notice
of an adjourned meeting need not be given other than by announcement at the
meeting at which adjournment is taken.
5. A director may waive notice of a meeting of the board. A waiver of notice by a director
entitled to notice is effective whether given before, at, or after the meeting, and

whether given in writing, by authenticated electronic communication, or by attendance.
Attendance by a director at a meeting is a waiver of notice of that meeting, except
when the director objects at the beginning of the meeting to the transaction of
business because the meeting is not lawfully called or convened and does not
participate in the meeting after the objection.