Management of the Corporation's Affairs Flashcards
1
Q
Board of Directors
A
- Elected by shareholders to manage the corporation
- Directors may appoint officers, who conduct the daily operations of management
2
Q
Number of Directors
A
- Minimum = 1
3
Q
Removing Directors
A
Can be removed with or without cause by shareholders, in between elections, unless there are bylaws against it
4
Q
Judicial Removal
A
The test for when court will remove director:
- Fraudulent conduct
- Dishonest acts
- Gross abuse of authority
5
Q
A
6
Q
Meetings of the board
A
Either decide or oversee in board meetings
7
Q
Notice
A
Routine meetings = notice 1 year in advance
Special meetings = need to be held upon specific notice to the directors
8
Q
Proxy Voting
A
Cannot vote my proxy
9
Q
Director Objections to Board Actions
A
If go to meetign and don’t speak up about being opposed to how the meeting is going, then it’s assumed that you vote yes
10
Q
A
