How does my corporation take action?

Unless you choose to have your corporation be treated as a statutory “close corporation,” which we don’t recommend, the corporation’s business and affairs are managed by or under the direction of the board of directors. See Cal. Corp. Code § 300. The board can delegate the management of the day-to-day operation of the business to a management company or other person, provided that the corporation’s business and affairs continue to be exercised under the ultimate direction of the board. The board acts through decisions made by a majority of the directors present at a meeting duly called and held, and at which a quorum is present, except that the directors may take an action without a meeting if they all consent to the action in writing. See Cal. Corp. Code § 307. Written consents to take a particular action must be filed with the board minutes. Of course, minutes should be kept of all proceedings to make sure your corporation is keeping up with the necessary formalities, for the reasons discussed in Reducing Risk of Alter Ego with Some Simple Things.