Governance Flashcards
1
Q
When can the BD amend the articles of incorporation?
When can they no longer?
A
BD can amend the articles if NO stock has been issued.
If stock has been issued, then BD adopted the amendments and submits them for SHs for majority approval.
2
Q
What are bylaws?
A
They are lawful provisions for the management of C’s business and the regulation of its affairs
-> not inconsistent with articles
3
Q
Which controls when there is a conflict between the articles and the bylaws?
A
The articles control
4
Q
What is an organizational meeting?
A
Once the corporation has been incorporated, an organizational meeting takes place to
-> appoint Os
-> adopt bylaws
AND
-> approve of Ks
AND if there is no BD
-> appoint directors
