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.