Governance

Question 1

Are articles of incorporation necessary to incorporate?

Answer 1

Yes.

Question 2

What are articles of correction?

Answer 2

Filed when the articles of incorporation contain an inaccuracy or were defectively executed

Question 3

What factor determines how the articles of incorporation are amended?

Answer 3

Whether or not stock has been issued.

Question 4

How are articles of incorporation amended if stock has not been issued?

Answer 4

The board of directors, or if no board, the incorporators.

Question 5

How are articles of incorporation amended if stock has been issued?

Answer 5

Two Steps:

1) The board of directors must adopt the amendment to the articles of incorporation and
2) The board must submit the amendment to the shareholders for their approval by majority vote.

Question 6

What wins when there is a conflict between the by-laws and the articles of incorporation?

Answer 6

The articles of incorporation.

Question 7

Who adopts the initial bylaws?

Answer 7

The board of directors.

Question 8

How can bylaws be changed?

Answer 8

A majority vote by either the board of directors or the shareholders unless:

1) the articles reserve the power for the shareholders, or
2) The shareholders expressly provide that the board of directors may not amend.

Question 9

May shareholders amend the bylaws to limit the board of directors ability to amend?

Answer 9

Yes, but a shareholder approved bylaw dealing w/ nominations may not limit the board’s power to do an orderly process.