Biz Corps Flashcards
What is required to adopt, amend, or repeal by-laws in a corp?
Majority vote of share holders, or, if provided in the certificate of incorporation or a by-law adopted by the shareholders, by requisite vote of the board of directors
Typically a majority vote is needed of the members at a meeting of shareholders, what are the exceptions? (4)
- Approval of an amendment to the certificate of incorporation (Majority of all outstanding shares)
- Authorization of a Shareholder’s petition for judicial dissolution (Majority of all outstanding shares)
- Approval of a merger, consolidation, approval of any sale, etc. of all or substantially all assets of a corp if not typical in the regular course of business (Incorporated after Feb. 22, 1998 - majority of votes of all outstanding shares
- Approval of a merger, consolidation, approval of any sale, etc. of all or substantially all assets of a corp if not typical in the regular course of business (Incorporated before Feb. 22, 1998 - 2/3rds of the votes of all outstanding shares)
How are directors elected?
In the absence of a controlling provision in the by-laws or certificate of incorporation which may allow for other procedures, directors are elected by a plurality of votes cast at a meeting of shareholders
What is quorum?
A majority of the entire board or more/less if certificate of incorporation/by-laws provide for less, but NOT less than 1/3
Can board members meet virtually?
Unless expressly unauthorized, they can if all members can hear each other at the same time
Can Directors take out loans with a corp?
For corporations formed after February 22, 1998, and for corporations formed before then if so provided in the certificate of incorporation, corporate loans may be made to directors and the corporation may guarantee director obligations if the board determines that the specific loan or guarantee benefits the corporation and either approves the specific transaction or has approved a general plan authorizing loans and guarantees (BCL 714).
When is a shareholder held liable for the acts of others in a PC?
Each shareholder, employee or agent of a PC, including a design professional corporation, is personally liable for any negligent or wrongful act or misconduct committed by him or her or any person under his or her direct supervision or control while rendering professional services on behalf of the corporation (BCL 1505 [a]). Such shareholders and other persons are not liable for the negligence of any other shareholder or person if they did not supervise them or personally participate in the questioned actions with them, nor are they responsible personally for contractual debts and obligations of the corporation
Publication requirements for LLCs
The LLC must, in accordance with detailed statutory requirements, publish a copy of its articles of organization or a notice containing its substance in two newspapers (selected by the county clerk), in the county in which its principal office will be located, once a week over a period of six consecutive weeks, and it must file proof of such publication with the Secretary of State within 120 days following the effective date of the LLC registration.
How long does an LLC have to adopt a written operating agreement?
before, at the time of, or within 90 days following the filing of the LLC’s articles of organization
Are members and managers generally persoannly liable for the debts and obligations of the LLC or each other?
NO
10 highest % owners are join and severally liable for employee wages
What can and can’t the operating agreement of an LLC limit in terms of liability?
The operating agreement may eliminate or limit the personal liability of managers to the LLC or its members for money damages arising from any breach of their duties but not for acts taken in bad faith, involving intentional misconduct or a knowing violation of law, or for pecuniary gain (Limited Liability Company Law § 417 [a]).
PLLC Liability rules
Each member, manager, employee or agent of a PLLC is personally liable for any negligent or wrongful act or misconduct committed by him or her or any person under his or her direct supervision or control while rendering professional services on behalf of the PLLC, but such members or other persons are not personally liable for the negligence of other members or persons if they did not supervise them or personally participate in the questioned actions with them, nor are they responsible personally for the contractual debts and obligations of the PLLC or any other member (Limited Liability Company Law § 1205 [al).
General Partnership Liability Rules
All partners are jointly liable for debts and obligations of the partnership (Partnership Law § 26) and jointly and severally liable for loss or injury to a third person chargeable to the partnership because of a partner’s wrongful act or omission or for a partner’s breach of trust (Partnership Law §§ 24, 25).
LP - Limited Partner Liability Rules
Limited partners are not personally liable for the obligations of the partnership and may not participate in the management of the limited partnership’s business without potentially losing their limited liability status with regard to persons who transact business with the limited partnership reasonably believing, based upon the limited partner’s conduct, that the limited partner is a general partner (Id. at 121-303 [al).
GP - General Partnership Liability Rules
A general partner of a limited partnership has unlimited liability for all debts and obligations of the limited partnership (Id. at 121-403 [b]).
