Subject: Re: History of the NetBSD Foundation
To: None <>
From: Johan A.van Zanten <>
List: netbsd-users
Date: 09/02/2006 04:55:26
Jeremy Tregunna <> wrote:
> There isn't a requirement for 3 members set by the IRS. Your state  
> may dictate a minimum number of board members, or supply a formula  
> for calculating a minimum and maximum value, but that varies  
> depending on state. I've not checked to see if Delaware has such a  
> formula, but if it doesn't, it is up to your by-laws to dictate your  
> minimum and your maximum, and how they will *run*.



  (b) The board of directors of a corporation shall consist of 1 or more
  members, each of whom shall be a natural person. The number of directors
  shall be fixed by, or in the manner provided in, the bylaws, unless the
  certificate of incorporation fixes the number of directors, in which
  case a change in the number of directors shall be made only by amendment
  of the certificate. Directors need not be stockholders unless so
  required by the certificate of incorporation or the bylaws. The
  certificate of incorporation or bylaws may prescribe other
  qualifications for directors. Each director shall hold office until such
  director's successor is elected and qualified or until such director's
  earlier resignation or removal. Any director may resign at any time upon
  notice given in writing or by electronic transmission to the
  corporation. A resignation is effective when the resignation is
  delivered unless the resignation specifies a later effective date or an
  effective date determined upon the happening of an event or events. A
  resignation which is conditioned upon the director failing to receive a
  specified vote for reelection as a director may provide that it is
  irrevocable. A majority of the total number of directors shall
  constitute a quorum for the transaction of business unless the
  certificate of incorporation or the bylaws require a greater
  number. Unless the certificate of incorporation provides otherwise, the
  bylaws may provide that a number less than a majority shall constitute a
  quorum which in no case shall be less than 1/3 of the total number of
  directors except that when a board of 1 director is authorized under
  this section, then 1 director shall constitute a quorum. The vote of the
  majority of the directors present at a meeting at which a quorum is
  present shall be the act of the board of directors unless the
  certificate of incorporation or the bylaws shall require a vote of a
  greater number.

 IANAL, and there could well be other applicable legal code.