Difficulties arise for corporations that lack a formal process
for governing the calling and conduct of board meetings. It is
therefore important for directors to be aware of the problems that
may arise and how to deal with them.
Right to Attend Board Meetings
Only the directors of the corporation may attend meetings of the
board of directors. Other persons, such as counsel for a party, may
be admitted with the consent of the meeting.1 This is,
however, subject to the provisions of the by-laws of the
corporation, which can provide that other individuals may attend,
such as an executive director. Directors and officers are under a
duty of confidentiality, which others such as the media or special
guests are not. At times, guests, like observers, are asked to sign
confidentiality agreements.2
