Corporation 7 Flashcards
The ______ _______ are longer and more complex than the charter which is just one to two pages.
corporate bylaws
The corporate bylaws are ________ and ____ _______ than the charter which is just one to two pages.
longer
more complex
The corporate bylaws are longer and more complex than the ________ which is just one to two pages.
charter
The corporate bylaws are longer and more complex than the charter which is just _____ __ ____ _____.
one to two pages
________ _______ govern the structure and operation of the Corporation and are the operational principles upon which the corporation runs.
Corporate Bylaws
Corporate Bylaws ________ the structure and operation of the Corporation and are the operational principles upon which the corporation runs.
govern
Corporate Bylaws govern the _________ and _________ of the Corporation and are the operational principles upon which the corporation runs.
structure and operation
Corporate Bylaws govern the structure and operation of the __________ and are the operational principles upon which the corporation runs.
Corporation
Corporate Bylaws govern the structure and operation of the Corporation and are the ________ ________ upon which the corporation runs.
organizational principles
Corporate bylaws govern the structure and operation of the Corporation and are the operational principles upon which the _________ _____.
corporation runs
Are Bylaws required for a corporation?
YES
Unlike in partnerships or LLCs, ________ are required for a corporation.
bylaws
Both the DGCL and the MBCA provide some structuring rules, but not in the same way as RUPA, RULLCA, etc. Thus, the ________ are a critical document.
Bylaws
DGCL + Corporate Bylaws
The original or other bylaws of a corporation may be _______, ________, or _________ by the incorporators, by the initial board of directors of a corporation or before a corporation has received any payment for any of its stock, by its board of directors. DGCL § 109.
adopted, amended, or repealed
DGCL + Corporate Bylaws The original or other bylaws of a corporation may be adopted, amended or repealed by the ___________, by the initial board of directors of a corporation or before a corporation has received any payment for any of its stock, by its board of directors. DGCL § 109.
incorporators
DGCL + Corporate Bylaws The original or other bylaws of a corporation may be adopted, amended or repealed by the incorporators, by the initial ______ ___ ______ of a corporation or before a corporation has received any payment for any of its stock, by its board of directors. DGCL § 109.
board of directors
DGCL + Corporate Bylaws The original or other bylaws of a corporation may be adopted, amended or repealed by the incorporators, by the initial board of directors of a corporation or before a corporation has received ____ ________ for any of its ______, by its board of directors. DGCL § 109.
any payment
stock
DGCL + Corporate Bylaws The original or other bylaws of a corporation may be adopted, amended or repealed by the incorporators, by the initial board of directors of a corporation or before a corporation has received any payment for any of its stock, by its _____ ___ _____. DGCL § 109.
board of directors
After a corporation has ________ ____ _______ for any of its stock, the power to adopt, amend or repeal bylaws shall be in the shareholders entitled to vote. DGCL § 109(a).
received any payment
After a corporation has received any payment for _____ __ ___ ____, the power to adopt, amend or repeal bylaws shall be in the shareholders entitled to vote. DGCL § 109(a).
any of its stock
After a corporation has received any payment for any of its stock, the _______ to adopt, amend or repeal bylaws shall be in the shareholders entitled to vote. DGCL § 109(a).
power
After a corporation has received any payment for any of its stock, the power to ______, ______, or ________ bylaws shall be in the shareholders entitled to vote. DGCL § 109(a).
adopt, amend, or repeal
After a corporation has received any payment for any of its stock, the power to adopt, amend or repeal _______ shall be in the shareholders entitled to vote. DGCL § 109(a).
bylaws
After a corporation has received any payment for any of its stock, the power to adopt, amend or repeal bylaws ______ ____ ___ _____ shareholders entitled to vote. DGCL § 109(a).
shall be in the
After a corporation has received any payment for any of its stock, the power to adopt, amend or repeal bylaws shall be in the _______ _____ ____ _____. DGCL § 109(a).
shareholders entitled to vote
The _______ may contain any provision, not inconsistent with law or with the certificate of incorporation, relating to the business of the corporation, the conduct of its affairs, and its rights or powers or the rights and powers of its stockholders, directors, officers or employees. DGCL § 109(b).
bylaws
The bylaws ____ ______ ______ _______, not inconsistent with law or with the certificate of incorporation, relating to the business of the corporation, the conduct of its affairs, and its rights or powers or the rights and powers of its stockholders, directors, officers or employees. DGCL § 109(b).
may contain any provision
The bylaws may contain any provision, _____ ______ ___ _____ or with the certificate of incorporation, relating to the business of the corporation, the conduct of its affairs, and its rights or powers or the rights and powers of its stockholders, directors, officers or employees. DGCL § 109(b).
not inconsistent with law
The bylaws may contain any provision, not inconsistent with law or with the ________ ___ ________, relating to the business of the corporation, the conduct of its affairs, and its rights or powers or the rights and powers of its stockholders, directors, officers or employees. DGCL § 109(b).
certificate of incorporation
The bylaws may contain any provision, not inconsistent with law or with the certificate of incorporation, relating to the __________ of the _________, the conduct of its affairs, and its rights or powers or the rights and powers of its stockholders, directors, officers or employees. DGCL § 109(b).
business
corporation
The bylaws may contain any provision, not inconsistent with law or with the certificate of incorporation, relating to the business of the corporation, the _______ ___ ___ ______, and its rights or powers or the rights and powers of its stockholders, directors, officers or employees. DGCL § 109(b).
conduct of its affairs
The bylaws may contain any provision, not inconsistent with law or with the certificate of incorporation, relating to the business of the corporation, the conduct of its affairs, and its _______ or ______ or the ______ and ______ of its stockholders, directors, officers or employees. DGCL § 109(b).
rights or powers
rights and powers
The bylaws may contain any provision, not inconsistent with law or with the certificate of incorporation, relating to the business of the corporation, the conduct of its affairs, and its rights or powers or the rights and powers of its ________, ________, _______, or _______. DGCL § 109(b).
stockholders
directors
officers
employees
A ____________ may be incorporated or organized to conduct or promote any lawful business or purposes. DGCL § 101(b).
corporation
A corporation may be _________ or ________ to conduct or promote any lawful business or purposes. DGCL § 101(b).
incorporated or organized
A corporation may be incorporated or organized to _______ or _______ any lawful business or purposes. DGCL § 101(b).
conduct or promote
A corporation may be incorporated or organized to conduct or promote any lawful ________ or _______. DGCL § 101(b).
business or purposes
MBCA + Corporate Bylaws
(a) The ___________ or _____________ of a corporation shall adopt initial bylaws for the corporation.
(b) The bylaws of a corporation may contain any provision that is not inconsistent with law or the articles of incorporation. MBCA § 2.06.
incorporators or board of directors
MBCA + Corporate Bylaws
(a) The incorporators or board of directors of a corporation shall _____ ____ ______ for the corporation.
(b) The bylaws of a corporation may contain any provision that is not inconsistent with law or the articles of incorporation. MBCA § 2.06.
adopt initial bylaws
MBCA + Corporate Bylaws
(a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.
(b) The bylaws of a corporation may contain ____ _______ that is not inconsistent with law or the articles of incorporation. MBCA § 2.06.
any provision
MBCA + Corporate Bylaws
(a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.
(b) The bylaws of a corporation may contain any provision that is not inconsistent with _____ or _____ ___ ________. MBCA § 2.06.
law
articles of incorporation
The power to amend or repeal bylaws is shared by the ______ ___ _______ and the ________ unless that power is reserved exclusively to the shareholders by an appropriate provision in the articles of incorporation. MBCA § 10.20.
board of directors
shareholders
The power to amend or repeal bylaws is shared by the board of directors and the shareholders, unless that power is reserved exclusively to the _________ by an appropriate provision in the __________________________. MBCA § 10.20.
shareholders
articles of incorporation
The ______ ______ under the MBCA is that the board of Directors and shareholders share the power to amend the bylaws, unless that power is reserved exclusively to shareholders in the Charter (AOI.)
default rule
The default rule under the MBCA is that the ______ ___ ______ and _________ share the power to amend the bylaws, unless that power is reserved exclusively to shareholders in the Charter (AOI.)
board of directors and shareholders
The default rule under the MBCA is that the board of Directors and shareholders share the power to ______ ___ _____, unless that power is reserved exclusively to shareholders in the Charter (AOI.)
amend the bylaws
The default rule under the MBCA is that the board of Directors and shareholders share the power to amend the bylaws, unless that power is reserved exclusively to _________ in the Charter (AOI.)
shareholders
Note: Corporation makes money on stock sales. The reason that _________ are required for corporations is because you are selling stock maybe public market or maybe not – shares of ownership being bought and sold means higher level of operational logistics that you have to control for.
bylaws
Who owns the corporation?
Shareholders
Who owns the corporation? (Owns shares of stock)
Shareholders
Who has oversight over the corporation?
board of directors
Who sets the general corporate policy?
board of directors
who hires corporate officers?
board of directors
Who is known as the C-Suite executives?
Corporate Officers
Who operates the corporation?
Corporate Officers
Who manages the day to day operations of the corporation?
Corporate officers
Who hires remaining employees?
corporate officers
What do shareholders do?
owns the corporation (own shares of stock)
Elect the board of directors
What do the board of directors do?
oversight over the corporation
set general corporate policy
hire corporate officers
What do the corporate officers (C-Suite Executives) do?
operates the corporation
manage day to day operations of corporation
hire remaining employees
Does each corporation have to have a board of directors?
Yes
Each corporation must have a ______ ___ _____. DGCL § 141(a).
board of directors
In _______ ___ _______, the shareholders may do away with the board. DGCL § 351.
closely held corporations
In closely held corporations, the ________ may do away with the ________. DGCL § 351.
shareholders
board
________ take action at meetings of the Board of Directors. DGCL § 141(b).
Directors
Directors take action at _________ of the ______ ___ _____. DGCL § 141(b).
meetings
board of directors
Are directors agents of the corporation?
NO
________ are not agents of the corporation (they do not have the ability to bind the corporation).
Directors
Directors are not agents of the corporation (they do not have the ability to _______ the ________).
bind the corporation
Directors are not agents of the corporation (they do not have the ability to bind the corporation). The _______ has that ability, but the ____ _____ ____ do not.
board
individual board members
The DGCL states that the _______ _____ of every corporation organized under this chapter shall be managed by or under the direction of a board of directors. DGCL § 141(a).
business affairs
The DGCL states that the business affairs of _____ ________ organized under this chapter shall be managed by or under the direction of a ______ ___ _____. DGCL § 141(a).
every corporation
board of directors
The ______ ____ _______ or the _______ specify the number of directors. DGCL § 141(b).
articles of incorporation
bylaws
The articles of incorporation or the bylaws specify the number of ______. DGCL § 141(b).
directors
When are directors elected?
at the annual meeting of the shareholders.
________ are elected at the annual meeting of the shareholders. DGCL §211(b).
directors
Directors are elected at the annual meeting of the _________. DGCL § 211(b).
shareholders
Each director shall hold office until such director’s _______ is _______ and _______ or until such director’s earlier resignation or removal. DGCL § 141(b).
successor
elected and qualified
Each director shall hold office until such director’s successor is elected and qualified or until such director’s earlier ________ or _______. DGCL § 141(b).
resignation or removal
May a director resign at any time?
yes
Any ______ may _____ at any time. DGCL § 141(b).
director may resign at any time.
Any director or the entire board of directors may be ________ ___ ____ ___ _______, by the holders of a majority of the shares then entitled to vote at an election of directors. DGCL § 141(k).
removed with or without cause
Any director or the entire board of directors may be removed with or without cause, by the holders of a ________ ___ _____ _______ then entitled to vote at an election of directors. DGCL § 141(k).
majority of the shares
Any director or the entire board of directors may be removed with or without cause, by the holders of a majority of the shares then entitled to _______ at an election of directors. DGCL § 141(k).
vote
Any director or the entire board of directors may be removed with or without cause, by the holders of a majority of the shares then entitled to vote at an _______ ___ _______DGCL § 141(k).
election of directors
MC for final – you have same question, but it is fact pattern we are under Delaware and director will be leaving the corporation this is what happened – a majority voted and there is no cause for them to be leaving is this legal? !!
!!
Unless otherwise provided in the __________________ or ________, vacancies may be filled by a majority of the directors then in office. DGCL § 223.
certificate of incorporation
bylaws
Unless otherwise provided in the certificate of incorporation or bylaws, _________ may be filled by a _________ of the _________ then in office. DGCL § 223.
vacancies
majority
directors
The Articles of Incorporation may provide for ______ ___ _______ of the directors by dividing the total number of directors into two or three groups. DGCL § 141(d). NOTE: If the board is classified as staggered, directors may only be removed for cause. DGCL § 141(k).
staggering the terms
The Articles of Incorporation may provide for staggering the terms of the directors by dividing the total number of directors into two or three groups. DGCL § 141(d). NOTE: If the board is classified as staggered, directors may only be ________ ___ _______. DGCL § 141(k).
removed for cause
The Articles of Incorporation may provide for staggering the terms of the directors by dividing the total number of directors into two or three groups. DGCL § 141(d). NOTE: If the board is classified as _________, directors may only be removed for cause. DGCL § 141(k).
staggered
The Articles of Incorporation may provide for staggering the terms of the directors by dividing the total number of directors into two or three groups. DGCL § 141(d). NOTE: If the board is classified as staggered, _________ may only be removed for cause. DGCL § 141(k).
directors
Keeps a level of continuity in the board – if that is something that the corporation wants to consider. Relevant for public corporations which have more directors than closely held.
What does this refer to?
staggering terms
