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Corporation 7 Flashcards

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1
Q

The ______ _______ are longer and more complex than the charter which is just one to two pages.

A

corporate bylaws

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2
Q

The corporate bylaws are ________ and ____ _______ than the charter which is just one to two pages.

A

longer

more complex

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3
Q

The corporate bylaws are longer and more complex than the ________ which is just one to two pages.

A

charter

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4
Q

The corporate bylaws are longer and more complex than the charter which is just _____ __ ____ _____.

A

one to two pages

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5
Q

________ _______ govern the structure and operation of the Corporation and are the operational principles upon which the corporation runs.

A

Corporate Bylaws

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6
Q

Corporate Bylaws ________ the structure and operation of the Corporation and are the operational principles upon which the corporation runs.

A

govern

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7
Q

Corporate Bylaws govern the _________ and _________ of the Corporation and are the operational principles upon which the corporation runs.

A

structure and operation

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8
Q

Corporate Bylaws govern the structure and operation of the __________ and are the operational principles upon which the corporation runs.

A

Corporation

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9
Q

Corporate Bylaws govern the structure and operation of the Corporation and are the ________ ________ upon which the corporation runs.

A

organizational principles

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10
Q

Corporate bylaws govern the structure and operation of the Corporation and are the operational principles upon which the _________ _____.

A

corporation runs

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11
Q

Are Bylaws required for a corporation?

A

YES

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12
Q

Unlike in partnerships or LLCs, ________ are required for a corporation.

A

bylaws

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13
Q

Both the DGCL and the MBCA provide some structuring rules, but not in the same way as RUPA, RULLCA, etc. Thus, the ________ are a critical document.

A

Bylaws

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14
Q

DGCL + Corporate Bylaws

The original or other bylaws of a corporation may be _______, ________, or _________ by the incorporators, by the initial board of directors of a corporation or before a corporation has received any payment for any of its stock, by its board of directors. DGCL § 109.

A

adopted, amended, or repealed

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15
Q

DGCL + Corporate Bylaws The original or other bylaws of a corporation may be adopted, amended or repealed by the ___________, by the initial board of directors of a corporation or before a corporation has received any payment for any of its stock, by its board of directors. DGCL § 109.

A

incorporators

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16
Q

DGCL + Corporate Bylaws The original or other bylaws of a corporation may be adopted, amended or repealed by the incorporators, by the initial ______ ___ ______ of a corporation or before a corporation has received any payment for any of its stock, by its board of directors. DGCL § 109.

A

board of directors

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17
Q

DGCL + Corporate Bylaws The original or other bylaws of a corporation may be adopted, amended or repealed by the incorporators, by the initial board of directors of a corporation or before a corporation has received ____ ________ for any of its ______, by its board of directors. DGCL § 109.

A

any payment

stock

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18
Q

DGCL + Corporate Bylaws The original or other bylaws of a corporation may be adopted, amended or repealed by the incorporators, by the initial board of directors of a corporation or before a corporation has received any payment for any of its stock, by its _____ ___ _____. DGCL § 109.

A

board of directors

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19
Q

After a corporation has ________ ____ _______ for any of its stock, the power to adopt, amend or repeal bylaws shall be in the shareholders entitled to vote. DGCL § 109(a).

A

received any payment

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20
Q

After a corporation has received any payment for _____ __ ___ ____, the power to adopt, amend or repeal bylaws shall be in the shareholders entitled to vote. DGCL § 109(a).

A

any of its stock

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21
Q

After a corporation has received any payment for any of its stock, the _______ to adopt, amend or repeal bylaws shall be in the shareholders entitled to vote. DGCL § 109(a).

A

power

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22
Q

After a corporation has received any payment for any of its stock, the power to ______, ______, or ________ bylaws shall be in the shareholders entitled to vote. DGCL § 109(a).

A

adopt, amend, or repeal

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23
Q

After a corporation has received any payment for any of its stock, the power to adopt, amend or repeal _______ shall be in the shareholders entitled to vote. DGCL § 109(a).

A

bylaws

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24
Q

After a corporation has received any payment for any of its stock, the power to adopt, amend or repeal bylaws ______ ____ ___ _____ shareholders entitled to vote. DGCL § 109(a).

A

shall be in the

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25
After a corporation has received any payment for any of its stock, the power to adopt, amend or repeal bylaws shall be in the _______ _____ ____ _____. DGCL § 109(a).
shareholders entitled to vote
26
The _______ may contain any provision, not inconsistent with law or with the certificate of incorporation, relating to the business of the corporation, the conduct of its affairs, and its rights or powers or the rights and powers of its stockholders, directors, officers or employees. DGCL § 109(b).
bylaws
27
The bylaws ____ ______ ______ _______, not inconsistent with law or with the certificate of incorporation, relating to the business of the corporation, the conduct of its affairs, and its rights or powers or the rights and powers of its stockholders, directors, officers or employees. DGCL § 109(b).
may contain any provision
28
The bylaws may contain any provision, _____ ______ ___ _____ or with the certificate of incorporation, relating to the business of the corporation, the conduct of its affairs, and its rights or powers or the rights and powers of its stockholders, directors, officers or employees. DGCL § 109(b).
not inconsistent with law
29
The bylaws may contain any provision, not inconsistent with law or with the ________ ___ ________, relating to the business of the corporation, the conduct of its affairs, and its rights or powers or the rights and powers of its stockholders, directors, officers or employees. DGCL § 109(b).
certificate of incorporation
30
The bylaws may contain any provision, not inconsistent with law or with the certificate of incorporation, relating to the __________ of the _________, the conduct of its affairs, and its rights or powers or the rights and powers of its stockholders, directors, officers or employees. DGCL § 109(b).
business corporation
31
The bylaws may contain any provision, not inconsistent with law or with the certificate of incorporation, relating to the business of the corporation, the _______ ___ ___ ______, and its rights or powers or the rights and powers of its stockholders, directors, officers or employees. DGCL § 109(b).
conduct of its affairs
32
The bylaws may contain any provision, not inconsistent with law or with the certificate of incorporation, relating to the business of the corporation, the conduct of its affairs, and its _______ or ______ or the ______ and ______ of its stockholders, directors, officers or employees. DGCL § 109(b).
rights or powers rights and powers
33
The bylaws may contain any provision, not inconsistent with law or with the certificate of incorporation, relating to the business of the corporation, the conduct of its affairs, and its rights or powers or the rights and powers of its ________, ________, _______, or _______. DGCL § 109(b).
stockholders directors officers employees
34
A ____________ may be incorporated or organized to conduct or promote any lawful business or purposes. DGCL § 101(b).
corporation
35
A corporation may be _________ or ________ to conduct or promote any lawful business or purposes. DGCL § 101(b).
incorporated or organized
36
A corporation may be incorporated or organized to _______ or _______ any lawful business or purposes. DGCL § 101(b).
conduct or promote
37
A corporation may be incorporated or organized to conduct or promote any lawful ________ or _______. DGCL § 101(b).
business or purposes
38
MBCA + Corporate Bylaws (a) The ___________ or _____________ of a corporation shall adopt initial bylaws for the corporation. (b) The bylaws of a corporation may contain any provision that is not inconsistent with law or the articles of incorporation. MBCA § 2.06.
incorporators or board of directors
39
MBCA + Corporate Bylaws (a) The incorporators or board of directors of a corporation shall _____ ____ ______ for the corporation. (b) The bylaws of a corporation may contain any provision that is not inconsistent with law or the articles of incorporation. MBCA § 2.06.
adopt initial bylaws
40
MBCA + Corporate Bylaws (a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. (b) The bylaws of a corporation may contain ____ _______ that is not inconsistent with law or the articles of incorporation. MBCA § 2.06.
any provision
41
MBCA + Corporate Bylaws (a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. (b) The bylaws of a corporation may contain any provision that is not inconsistent with _____ or _____ ___ ________. MBCA § 2.06.
law articles of incorporation
42
The power to amend or repeal bylaws is shared by the ______ ___ _______ and the ________ unless that power is reserved exclusively to the shareholders by an appropriate provision in the articles of incorporation. MBCA § 10.20.
board of directors shareholders
43
The power to amend or repeal bylaws is shared by the board of directors and the shareholders, unless that power is reserved exclusively to the _________ by an appropriate provision in the __________________________. MBCA § 10.20.
shareholders articles of incorporation
44
The ______ ______ under the MBCA is that the board of Directors and shareholders share the power to amend the bylaws, unless that power is reserved exclusively to shareholders in the Charter (AOI.)
default rule
45
The default rule under the MBCA is that the ______ ___ ______ and _________ share the power to amend the bylaws, unless that power is reserved exclusively to shareholders in the Charter (AOI.)
board of directors and shareholders
46
The default rule under the MBCA is that the board of Directors and shareholders share the power to ______ ___ _____, unless that power is reserved exclusively to shareholders in the Charter (AOI.)
amend the bylaws
47
The default rule under the MBCA is that the board of Directors and shareholders share the power to amend the bylaws, unless that power is reserved exclusively to _________ in the Charter (AOI.)
shareholders
48
Note: Corporation makes money on stock sales. The reason that _________ are required for corporations is because you are selling stock maybe public market or maybe not – shares of ownership being bought and sold means higher level of operational logistics that you have to control for.
bylaws
49
Who owns the corporation?
Shareholders
50
Who owns the corporation? (Owns shares of stock)
Shareholders
51
Who has oversight over the corporation?
board of directors
52
Who sets the general corporate policy?
board of directors
53
who hires corporate officers?
board of directors
54
Who is known as the C-Suite executives?
Corporate Officers
55
Who operates the corporation?
Corporate Officers
56
Who manages the day to day operations of the corporation?
Corporate officers
57
Who hires remaining employees?
corporate officers
58
What do shareholders do?
owns the corporation (own shares of stock) Elect the board of directors
59
What do the board of directors do?
oversight over the corporation set general corporate policy hire corporate officers
60
What do the corporate officers (C-Suite Executives) do?
operates the corporation manage day to day operations of corporation hire remaining employees
61
Does each corporation have to have a board of directors?
Yes
62
Each corporation must have a ______ ___ _____. DGCL § 141(a).
board of directors
63
In _______ ___ _______, the shareholders may do away with the board. DGCL § 351.
closely held corporations
64
In closely held corporations, the ________ may do away with the ________. DGCL § 351.
shareholders board
65
________ take action at meetings of the Board of Directors. DGCL § 141(b).
Directors
66
Directors take action at _________ of the ______ ___ _____. DGCL § 141(b).
meetings board of directors
67
Are directors agents of the corporation?
NO
68
________ are not agents of the corporation (they do not have the ability to bind the corporation).
Directors
69
Directors are not agents of the corporation (they do not have the ability to _______ the ________).
bind the corporation
70
Directors are not agents of the corporation (they do not have the ability to bind the corporation). The _______ has that ability, but the ____ _____ ____ do not.
board individual board members
71
The DGCL states that the _______ _____ of every corporation organized under this chapter shall be managed by or under the direction of a board of directors. DGCL § 141(a).
business affairs
72
The DGCL states that the business affairs of _____ ________ organized under this chapter shall be managed by or under the direction of a ______ ___ _____. DGCL § 141(a).
every corporation board of directors
73
The ______ ____ _______ or the _______ specify the number of directors. DGCL § 141(b).
articles of incorporation bylaws
74
The articles of incorporation or the bylaws specify the number of ______. DGCL § 141(b).
directors
75
When are directors elected?
at the annual meeting of the shareholders.
76
________ are elected at the annual meeting of the shareholders. DGCL §211(b).
directors
77
Directors are elected at the annual meeting of the _________. DGCL § 211(b).
shareholders
78
Each director shall hold office until such director’s _______ is _______ and _______ or until such director’s earlier resignation or removal. DGCL § 141(b).
successor elected and qualified
79
Each director shall hold office until such director’s successor is elected and qualified or until such director’s earlier ________ or _______. DGCL § 141(b).
resignation or removal
80
May a director resign at any time?
yes
81
Any ______ may _____ at any time. DGCL § 141(b).
director may resign at any time.
82
Any director or the entire board of directors may be ________ ___ ____ ___ _______, by the holders of a majority of the shares then entitled to vote at an election of directors. DGCL § 141(k).
removed with or without cause
83
Any director or the entire board of directors may be removed with or without cause, by the holders of a ________ ___ _____ _______ then entitled to vote at an election of directors. DGCL § 141(k).
majority of the shares
84
Any director or the entire board of directors may be removed with or without cause, by the holders of a majority of the shares then entitled to _______ at an election of directors. DGCL § 141(k).
vote
85
Any director or the entire board of directors may be removed with or without cause, by the holders of a majority of the shares then entitled to vote at an _______ ___ _______DGCL § 141(k).
election of directors
86
MC for final – you have same question, but it is fact pattern we are under Delaware and director will be leaving the corporation this is what happened – a majority voted and there is no cause for them to be leaving is this legal? !!
!!
87
Unless otherwise provided in the __________________ or ________, vacancies may be filled by a majority of the directors then in office. DGCL § 223.
certificate of incorporation bylaws
88
Unless otherwise provided in the certificate of incorporation or bylaws, _________ may be filled by a _________ of the _________ then in office. DGCL § 223.
vacancies majority directors
89
The Articles of Incorporation may provide for ______ ___ _______ of the directors by dividing the total number of directors into two or three groups. DGCL § 141(d). NOTE: If the board is classified as staggered, directors may only be removed for cause. DGCL § 141(k).
staggering the terms
90
The Articles of Incorporation may provide for staggering the terms of the directors by dividing the total number of directors into two or three groups. DGCL § 141(d). NOTE: If the board is classified as staggered, directors may only be ________ ___ _______. DGCL § 141(k).
removed for cause
91
The Articles of Incorporation may provide for staggering the terms of the directors by dividing the total number of directors into two or three groups. DGCL § 141(d). NOTE: If the board is classified as _________, directors may only be removed for cause. DGCL § 141(k).
staggered
92
The Articles of Incorporation may provide for staggering the terms of the directors by dividing the total number of directors into two or three groups. DGCL § 141(d). NOTE: If the board is classified as staggered, _________ may only be removed for cause. DGCL § 141(k).
directors
93
Keeps a level of continuity in the board – if that is something that the corporation wants to consider. Relevant for public corporations which have more directors than closely held. What does this refer to?
staggering terms

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