Exam 35: Management Structure

Notice of a shareholders' meeting may not be waived.

Morales,president of Tradewind Industries,Inc. ,would have actual implied authority to:

What are some of the matters involving fundamental changes in the corporation?

The Revised Act states that "all corporate powers shall be exercised by or under the authority of,and the business and affairs of the corporation managed under the direction of ":

OmegaByte Corp.has 1,000 shares of stock outstanding that are permitted to vote for directors.If OmegaByte Corp.permits cumulative voting,a minority shareholder would need to vote how many shares to elect one of three directors?

Gumer Corporation requires a quorum of five directors.Under the RMBCA if Marlene,a director,shows up at the meeting for a vote on her favorite topic,dividends,and withdraws thereafter leaving only four directors,they may not act on any further business.

Which of the following is correct regarding the removal of Mr.X from the board of XYZ?

Assuming no special provision in the articles of incorporation,special shareholder meetings may be called by:

Directors are elected every-other year at the meeting of shareholders.

To whom does a large,publicly held corporation and its management have obligations?

Under the statutes in most states,if Heather and Gabriel form a corporation with Heather as president and Gabriel as treasurer,Heather cannot also be corporate secretary.

George is a shareholder in the Muncy Kempf Corporation.He learns of insider trading by one of the directors and wants to sue the corporation on behalf of the corporation and its shareholders.A shareholder cannot sue the corporation to enforce a right belonging to the corporation.

Only the board of directors may approve fundamental changes in the corporation.

Voting trusts generally are effective for only one year.

Under the RMBCA,if a quorum exists,a shareholder action such as the election of directors is approved if the votes cast for the action exceed the votes cast against it.

Federal statutes prohibit officers and directors from purchasing or selling shares of their corporation's stock without adequately disclosing all material facts in their possession that may affect the stock's actual or potential value.

Theodore,as treasurer of Valleyview Corporation,had the duty to invest corporate earnings as he deemed best for the company.When Valleyview Corporation went public,the new board decided that a committee of the officers would make such investment decisions.If Theodore thereafter unilaterally contracted to purchase investment securities with corporate earnings as he had done many times before,such contract would be valid:

Shares in a publicly held corporation typically are:

If the board delegates to a committee its duty to select a new company president:

What is the role of shareholders in managing the corporation?