Corporations: Management and Control

Question 1

Shareholder meetings

Answer 1

a notice of the annual meeting needs to be given at least 10 days in advance. Ordinarily, a majority of the outstanding shares needs to be present to form a quorum (a minimum of 1/3 is allowed)

Question 2

Inspection of records for SH

Answer 2

a SH has the right to inspect corporate books and records for a proper purpose, including obtaining stockholder names and addresses to get proxies, determining the reason for no dividends, or investigating possible mismanagement. (not allowed for personal use or sale)

Question 3

Management is vested in . . .

Answer 3

the BOD, except with respects to sales of all or substantially all of the corporate assets, mergers and dissolution, which require SH approval.

Question 4

Removal of board member

Answer 4

Directors can be removed for cause by the shareholders (harm to the corporation)