All of the directors of the Thyme Life Biscuit Corporation were present at a meeting called on a Tuesday evening at 10 p.m. Meetings were usually held on Thursday afternoons at 2 p.m.At the Tuesday meeting, a report was shared stating that an agent of Thyme Life Biscuit Corporation was having a challenging time formalizing a contract in a foreign country. According to the report, if funds were made available to a local political figure, the contract the company wanted would be completed. The directors unanimously voted to forward the necessary funds.

An action was later commenced against the directors, alleging illegal activities. In response, the directors argue that: (1) no illegal activity had occurred; (2) if an illegal activity did occur, it was not at a valid meeting of the corporation and was therefore not an official action of the board; and (3) if they had to legally defend themselves, they would seek reimbursement from the corporation. Address each of the directors' arguments.