The board of directors also must hold at least annual meetings. One of their main roles at this meeting is to elect the officers.Overview. Burnham Brown has an extensive history representing board members, officers and directors, in a variety of legal disputes. All corporations, big and small, solelyowned, familyowned or otherwise, should maintain corporate minutes and update the minute book at least annually. 2: Hold Regular Directors Meetings. The board may appoint one or more directors as alternate members of such committee, who may replace any absent member at any meeting of the committee. Fill vacancies on the Board of Directors or on any committee that has the authority of the Board of Directors;. (b). (c). Resolutions of the board of directors of a California corporation electing directors to fill director vacancies. Specific rules for the board of directors are established in the corporate bylaws and other corporate documents. The Business Tax Board of Review reviews taxpayers appeals on assessments under the business license tax laws.