Business Law- Chapter 37 Flashcards
Annual Shareholders’ Meeting
A meeting of the shareholders of a corporation that msut be ehld by the corporation to elect directors and to vote on other matters.
Special Shareholders’ Meetings
Meetings of shareholders that may be called to consider and vote on important or emergency issues, such as a proposed merger or amending the articles of incorporation.
Proxy
A written document that sharholder signs, authorizing another person to vote on his or her shares at the shareholders’ meeting in the event of the shareholder’s absence.
Record Date
A date specified in corporate bylaws that determines whether a shareholder may vote at a shareholders’ meeting.
Quorum
The required number of shares that must be represented in person or by proxy to hold a shareholders’ meeting. The RMBCA establishes a majority of outstanding shares as a quorum.
Straight Voting
A system in which each shareholder votes the number of shares she owns on candidates for each of the positions open.
Cumulative Voting.
A system in which a shareholder can accumulate all of her votes and vote them all for one candidate or split them amont several candidates.
Supramajority voting requirement.
A requirement that a greater than majority of shares constitutes a quoum of the vote of the shareholders.
Voting Trust
An arrangement in whihc the shareholders transfer their stock certificate to a trusteewho is empowered to vote the shares.
Shareholder Voting Agreement
An agreement between two or more shareholders that stipulates how they will vote their shares.
Right of First Refusal
An agreement that requires a selling shareholder ot offer her shares for sale to the other parties to the agreement before selling them to anyone else.
Buy-and-Sell Agreement
An agreement that requires selling shareholders to sell their shares to the other shareholders or to the corporation at the price specified in the agreement.
Preemptive Rights
Rights that give existing shareholders the option of subscribing to new shares being issued in proportion to their current ownership interests.
Annual Report
A report provided by shareholders that contains a balance sheet, an income statement, and a statement of changes in shareholder equity.
Dividend
A distribution of profits of the corporation to shareholders.