Which of the following governance measures could help a corporation obtain stockholders’ approval when the board fails to muster a quorum?

• A. Amending the by-laws reducing the quorum to 6 directors.
• B. Providing a by-law for the creation of an executive committee consisting of 5 members of the board to act on matters delegated to it.
• C. Providing a by-law allowing directors to send representatives during board meetings provided the representative has a duly notarized special power of attorney.
• D. All of the above.

Answer: (D)

When a board can’t form a quorum, governance rules can be adjusted to keep approvals moving. Lowering the quorum by amending the by-laws makes it easier to hold a valid meeting with fewer directors, so the board can deliberate and seek stockholders’ approvals without waiting for everyone to attend. Creating an executive committee that’s empowered to act on delegated matters provides a smaller, ready-to-meet group with authority to decide on items the board has entrusted to it, which helps secure timely decisions and any related stockholder approvals. Allowing directors to be represented by a proxy at meetings, with a notarized special power of attorney, further reduces attendance barriers, increasing the chance of reaching a quorum and enabling actions that require board or stockholder endorsement. Taken together, these measures address the quorum hurdle from multiple angles, so all of them together can facilitate obtaining stockholders’ approval when a full board can’t meet.