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Corporations > Directors and Officers > Flashcards

Directors and Officers Flashcards

1
Q

What are the general powers of the board of directors?

A

X

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2
Q

What qualifications exist for directors?

A

X

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3
Q

How many directors should there be?

A

X

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4
Q

How are are directors elected?

A

X

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5
Q

What are directors’ terms?

A

X

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6
Q

When may director terms be staggered?

A

X

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7
Q

When may a director resign?

A

X

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8
Q

How may director vacancies be filled?

A

X

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9
Q

How may directors be removed?

A

C

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10
Q

What are the cumulative voting limitations on director removal?

A

X

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11
Q

What is a voting group limitation on director removal?

A

X

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12
Q

What meetings may directors hold?

A

C

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13
Q

What initial meeting is required?

A

X

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14
Q

Do director meetings require notice?

A

X

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15
Q

May notice for a special meeting be waived?

A

X

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16
Q

What constitutes a quorum for a board of directors?

A

X

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17
Q

Can quorum be broken in a director’s meeting?

A

X

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18
Q

When is a resolution at a director’s meeting deemed approved?

A

X

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19
Q

What is a director’s right to dissent?

A

X

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20
Q

What action may be taken without meeting?

A

X

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21
Q

May the board of directors delegate authority to committees and officers?

A

X

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22
Q

What committees may the board create?

A

X

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23
Q

What powers may a committee not be authorized to do?

A

X

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24
Q

How may committee members be selected?

A

X

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25
Q

What may be delegated to officers?

A

X

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26
Q

What is a director’s right to inspect?

A

X

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27
Q

What are de facto directors?

A

X

28
Q

What are directors’ general duties?

A

X

29
Q

What is the business judgment rule?

A

X

30
Q

What is directors’ personal liability for damages to the corporation or shareholders for action taken?

A

Z

31
Q

Who bears the burden of proof on the business judgment rule?

A

X

32
Q

What may director rely on in discharging her duties?

A

C

33
Q

What is the doctrine of waste?

A

X

34
Q

What is the directors’ duty to control?

A

X

35
Q

What are directors’ duties of loyalty?

A

X

36
Q

What constitutes a conflicting interest transaction?

A

X

37
Q

What are the standards for upholding a conflicting interest transaction?

A

X

38
Q

Is the presence of the interested director at the meeting to approve a conflicted interest transaction relevant?

A

No

39
Q

What special quorum requirements apply to meetings to approve conflicted interest transaction?

A

X

40
Q

What factors determine whether a transaction is fair?

A

X

41
Q

What are the remedies for an improper conflicting interest transaction?

A

X

42
Q

What is the corporate opportunity doctrine?

A

X

43
Q

What must be present for a usurpation problem to arise?

A

X

44
Q

When does a corporation have an interest or expectancy?

A

X

45
Q

Who decides whether or not to accept a corporate opportunity?

A

X

46
Q

What remedies does the corporation have if a director usurps a corporate opportunity?

A

X

47
Q

What is the common law rule with regard to insider trading?

A

X

48
Q

When may the board appoint officerS?

A

X

49
Q

May someone simultaneously hold more than one office?

A

X

50
Q

What determines an officer’s duties?

A

X

51
Q

What is an officer’s relationship to the corporation?

A

X

52
Q

What is an officer’s actual authority?

A

X

53
Q

What authority does holding the office of president imply?

A

X

54
Q

What authority does holding the office of VP imply?

A

X

55
Q

What authority does holding the office of secretary imply?

A

X

56
Q

What authority does holding the office of treasurer imply?

A

X

57
Q

What is the standard of conduct for officers?

A

X

58
Q

When may an officer resign?

A

X

59
Q

When may an officer be removed?

A

X

60
Q

What are a corporation’s general indemnification responsibilities?

A

X

61
Q

When must a corporation indemnify a director or officer?

A

X

62
Q

When may a corporation indemnify an officer?

A

X

63
Q

When does a corporation not have discretion to indemnify an officer?

A

X

64
Q

Who makes the determination fo whether to indemnify?

A

X

65
Q

May a court order indemnification?

A

X

66
Q

May a corporation advance expenses to directors/officers?

A

X

67
Q

May a corporation purchase liability insurance?

A

X

Corporations (6 decks)

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