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Most states require a minimum of three directors, but there are a few states that require only two. However, regardless of the state requirements, it is generally advisable to have at least three directors on the board.
Corporations are required to have not less than three directors unless (1) shares have not been issued, then the number can be one or two, (2) the corporation has one shareholder, then the number can be one or two, or (3) the corporation has two shareholders, then the number can be two.
As described by the author, the internal affairs doctrine provides that ?the law applicable to the internal governance of a business entity is that of the chartering jurisdiction.? The author loosely defines internal affairs as ?matters peculiar to the relationships among or between the corporation and its current ...
OFFICERS: The three required positions are President, Secretary and Treasurer.
All corporations, regardless of the state, must have a shareholder-elected Board of Directors.
The number or minimum number of directors shall not be less than three. Alternate directors may be permitted, in which event, the bylaws shall specify the manner and times of their election and the conditions to their service in place of a director.