A majority of the whole authorized number of directors is necessary to constitute a quorum for a meeting of the directors. Resolutions of the board of directors of an Ohio corporation electing directors to fill director vacancies.Ohio law requires that shareholders meet at least once a year to elect directors and to consider annual financial statements. Ohio Corporate Bylaws create the policies and procedures for your corporation. Our free, attorney-drafted template can get you started. Determining the options available for annual meetings requires an analysis of relevant state corporate law as well as the organization's governing documents. Section 4. Meetings. Under Ohio law, a corporation must have at least three directors, unless there are less than three shareholders. The Charitable Law Section within my office is responsible for ensuring that nonprofits operating in the state do so with honesty and integrity. Meetings of the Board of Directors may be held at its principal office or at any other place or places within or without the State of Ohio.