Biz Law Ch 12

committee of the board of directors

B.D have turned to creating committees of their members to handle specific duties.. B.D may create committees of the board and delegate cetain powers to those committees. All members must be directors The followig powers cannor be delegated: - Declaring dividens - Actions that require shareholder´s approval - Appointing members to fill vacancies on the board - Amending the bylaws - Approving a plan of merger - Authorizing the issuance of shares

corporate officers

The B.D has the authority to appoint the officers of the Corp The directors can delegate certain management authority to the officers of the Corp. At a minimum, moost Corp have the following officers: President, 1 or more Vice President, Secretary, Treasure the duties of each officer are specified in the bylaws of the corporation

meeting of directors

The directors of a Corp can only act as a board. Each director has one vote and they cannot vote by proxy. Regular meeting are held in the Bylwas (issuing new shares, proposal to merge, adopt decisions against a hostile takeover) They can act without a meeting if all sign written consents that set forth the actions taken .A simple majority constitutes a quorum. If a quorum is present the approval or disapproval of a majority binds the entire board.

directors term of office

The term of a director´s office expires at the next annual shareholder´s meeting following his election, unless terms are staggered. It is possible a board of directors that consist of 9 or more members divided into two or three classes that are elected to serve staggered terms of two or three years.

notice of meetings

a corporation is required to give the shareholders written notice of the day, place and time of an annual or special meeting. for a special meeting the purpose must be stated. only matters stated in the notice can be discussed at the meeting. it must be given not fewer than 10 days or more than 50 days prior to the day of the meeting.

shareholders

a corporation's shareholders own the corporation. They have the right to vote on matter such as the election of board of directors and the approval of fundamental changes in the corporation

shareholders meetings

annual meetings are held to elect directors, choose an independent auditor, approve annual accounts or take other actions. they must be held at the time fixed in the corporation's bylaws. a meeting must be held either within 15 months of the last annual meeting or 6 months after the end of the corporation's fiscal year. any act taken at a shareholders meeting can be taken outside of a shareholders meeting if all the corporate shareholders sign a written consent approving the action

special shareholders meeting

may be called by the board of directors, the holders of at least 10% of the voting shares, or any other person authorized to do so by the articles of incorporation or the bylaws. they may be held to consider important or emergency issues, such as mergers, removal of directors, amendment of articles, or dissolution

duty of loyalty

requires directors and officers to subordinate their personal interests to those of the corporation and the shareholders. if they breach their duty of of loyalty and make a secret profit on a transaction, the corporation can sue the director or officer to recover the secret profit common breaches: - usurping a corporation opportunity - self-dealing - competing with the corporation - making a secret profit

board of directors

responsible for formulating the policy decisions affecting management, supervision, control and operation of the corporation. the board may initiate certain actions that may require shareholder's approval. The board adopts a resolution that approves a transaction and recommends that it be submitted to the shareholders for a vote. Corp directors are required to have access to the corporation´s books and records, facilities and premises. Board of directors are typically composed of inside and outside directors. Inside Dtor.- is also an officer of the Co Outside Dtor.- Is not an officer (lawyer)

duty of care

use care and diligence when acting on behalf of the corporation. a director or officer who breaches this duty is personally liable to the corporation and its shareholders for any damages caused by the breach