Themis Essay 4511

Question 1

While a member of a non-stock corporation is generally not entitled to a distribution, a member generally enjoys

Answer 1

the same right to inspect the corporation’s books and records, and is subject to the same restrictions.

Question 2

A shareholder in a stock corporation has the right to inspect and copy corporate documents, as long as

Answer 2

the shareholder (i) sends a signed written request (ii) at least 10 business days in advance.

Question 3

For some corporate records, including minutes of the board of directors’ meetings or a list of shareholders of record, the shareholder must

Answer 3

have been a shareholder for at least six months or must be the record owner of at least 5 percent of the outstanding shares.

Question 4

A shareholder must have a “proper purpose” to obtain corporate records, and the demand must

Answer 4

describe with reasonable particularity the purpose and the records being requested.

Question 5

A “proper purpose” is

Answer 5

one that relates to the shareholder’s interest in the corporation.

Question 6

The law governing a non-stock corporation generally

Answer 6

parallels that of a stock corporation.

Question 7

As is the case with regard to the stockholders of a stock corporation, the members of a non-stock corporation may remove

Answer 7

a director with or without cause.

Question 8

Unless the articles of incorporation provide otherwise, a majority of the members must vote in favor of

Answer 8

the removal of the director for the director to be removed.

Question 9

As is the case with regard to a director of a stock corporation, a non-stock corporation may generally indemnify a director for

Answer 9

any judgment awarded against the director for acting in his role as a director, as well as provide for advancement and reimbursement of expenses with respect to the liability.

Question 10

When an authorization simply obligates the corporation to provide indemnification to the fullest extent permitted by law, the authorization is deemed to also

Answer 10

require the corporation to advance or reimburse reasonable expenses of any kind.

Question 11

A director may seek a court order to compel the corporation to

Answer 11

indemnify the director in accord with the indemnification authorization.

Question 12

A corporation cannot indemnify a director against liability for:

Answer 12

(i) willful misconduct; or (ii) a knowing violation of criminal law.