Corporation management

Question 1

Board of directors role

Answer 1

Board of directors manages and directs management of corporation’s BUSINESS AND AFFAIRS

Brain of corporation

Question 2

Main tasks for board of directors

Answer 2

-appoint officers
-oversee officers
-make high-level corporate decisions

Question 3

May directors receive compensation?

Answer 3

YES, they usually do

Question 4

Board of directors number and qualifications

Answer 4

–must have at least 1 director
-must be natural persons, NOT company

Question 5

Board of director term and selection

Answer 5

-Elected by shareholders
-serve for limited time (usually ONE YEAR)

Question 6

Director removal rule

Answer 6

Shareholders may remove board members WITH or WITHOUT CAUSE

Question 7

Staggered board definition

Answer 7

Classes of directors elected at different times

Question 8

Staggered board removal exception

Answer 8

May ONLY be removed FOR CAUSE + IF ARTICLES PROVIDE

Question 9

Can votes for directors depend on shareholder class?

Answer 9

YES, sometimes certain directors only elected/removed by particular class

Question 10

How to replace vacancy on board or increasing size of board?

Answer 10

Either by SHAREHOLDERS at special meeting OR by board ITSELF