Lately, I've had occasion to think about director qualifications.  Section 212(b)(4) of the California Corporations Code permits the bylaws to to specify the qualifications of directors.  In Section 141(b),the Delaware General Corporation Law similarly authorizes the certificate of incorporation or bylaws to prescribe director qualifications.  Qualifications should be appropriate to the corporation's business and purpose.  In some cases, might this include the possession of a valid passport?

Then Chancellor (now Chief Justice) Leo E. Strine, Jr. implied as much in ruling a while back on a motion to dismiss a stockholder derivative suit:

That if you're going to have a company domiciled for purposes of its relations with its investors in Delaware and the assets and operations of that company are situated in China that, in order for you to meet your obligation of good faith, you better have your physical body in China an awful lot.  You better have in place a system of controls to make sure that you know that you actually own the assets.  You better have the language skills to navigate the environment in which the company is operating.  You better have retained accountants and lawyers who are fit to the task of maintaining a system of controls over a public company.

In re Puda Coal, Inc. Stockholders Litigation, C.A. No.6476-CS (Feb. 19, 2013).   Those are some pretty strong words and one wonders whether he would apply the same principle to a Delaware corporation with its principal assets and operations in Kansas.  Do directors violate their fiduciary duties if they only meet but don't travel?  Is it a breach of fiduciary duty if a director's glims never clasp upon the corporate crown jewel?  Of course, Chancellor Strine's statement must be viewed in the context of the entire case, which involved allegations that the corporation's entire asset base was stolen out from under the noses of the outside directors 18 months before the loss was discovered.