Directors and Officers

Question 1

What are the general powers of the board of directors?

Answer 1

X

Question 2

What qualifications exist for directors?

Answer 2

X

Question 3

How many directors should there be?

Answer 3

X

Question 4

How are are directors elected?

Answer 4

X

Question 5

What are directors’ terms?

Answer 5

X

Question 6

When may director terms be staggered?

Answer 6

X

Question 7

When may a director resign?

Answer 7

X

Question 8

How may director vacancies be filled?

Answer 8

X

Question 9

How may directors be removed?

Answer 9

C

Question 10

What are the cumulative voting limitations on director removal?

Answer 10

X

Question 11

What is a voting group limitation on director removal?

Answer 11

X

Question 12

What meetings may directors hold?

Answer 12

C

Question 13

What initial meeting is required?

Answer 13

X

Question 14

Do director meetings require notice?

Answer 14

X

Question 15

May notice for a special meeting be waived?

Answer 15

X

Question 16

What constitutes a quorum for a board of directors?

Answer 16

X

Question 17

Can quorum be broken in a director’s meeting?

Answer 17

X

Question 18

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

Answer 18

X

Question 19

What is a director’s right to dissent?

Answer 19

X

Question 20

What action may be taken without meeting?

Answer 20

X

Question 21

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

Answer 21

X

Question 22

What committees may the board create?

Answer 22

X

Question 23

What powers may a committee not be authorized to do?

Answer 23

X

Question 24

How may committee members be selected?

Answer 24

X

Question 25

What may be delegated to officers?

Answer 25

X

Question 26

What is a director’s right to inspect?

Answer 26

X

Question 27

What are de facto directors?

Answer 27

X

Question 28

What are directors’ general duties?

Answer 28

X

Question 29

What is the business judgment rule?

Answer 29

X

Question 30

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

Answer 30

Z

Question 31

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

Answer 31

X

Question 32

What may director rely on in discharging her duties?

Answer 32

C

Question 33

What is the doctrine of waste?

Answer 33

X

Question 34

What is the directors’ duty to control?

Answer 34

X

Question 35

What are directors’ duties of loyalty?

Answer 35

X

Question 36

What constitutes a conflicting interest transaction?

Answer 36

X

Question 37

What are the standards for upholding a conflicting interest transaction?

Answer 37

X

Question 38

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

Answer 38

No

Question 39

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

Answer 39

X

Question 40

What factors determine whether a transaction is fair?

Answer 40

X

Question 41

What are the remedies for an improper conflicting interest transaction?

Answer 41

X

Question 42

What is the corporate opportunity doctrine?

Answer 42

X

Question 43

What must be present for a usurpation problem to arise?

Answer 43

X

Question 44

When does a corporation have an interest or expectancy?

Answer 44

X

Question 45

Who decides whether or not to accept a corporate opportunity?

Answer 45

X

Question 46

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

Answer 46

X

Question 47

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

Answer 47

X

Question 48

When may the board appoint officerS?

Answer 48

X

Question 49

May someone simultaneously hold more than one office?

Answer 49

X

Question 50

What determines an officer’s duties?

Answer 50

X

Question 51

What is an officer’s relationship to the corporation?

Answer 51

X

Question 52

What is an officer’s actual authority?

Answer 52

X

Question 53

What authority does holding the office of president imply?

Answer 53

X

Question 54

What authority does holding the office of VP imply?

Answer 54

X

Question 55

What authority does holding the office of secretary imply?

Answer 55

X

Question 56

What authority does holding the office of treasurer imply?

Answer 56

X

Question 57

What is the standard of conduct for officers?

Answer 57

X

Question 58

When may an officer resign?

Answer 58

X

Question 59

When may an officer be removed?

Answer 59

X

Question 60

What are a corporation’s general indemnification responsibilities?

Answer 60

X

Question 61

When must a corporation indemnify a director or officer?

Answer 61

X

Question 62

When may a corporation indemnify an officer?

Answer 62

X

Question 63

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

Answer 63

X

Question 64

Who makes the determination fo whether to indemnify?

Answer 64

X

Question 65

May a court order indemnification?

Answer 65

X

Question 66

May a corporation advance expenses to directors/officers?

Answer 66

X

Question 67

May a corporation purchase liability insurance?

Answer 67

X