Management of the Corporation's Affairs Flashcards Preview

PA Corporations > Management of the Corporation's Affairs > Flashcards

Flashcards in Management of the Corporation's Affairs Deck (10)
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1

Board of Directors

  • Elected by shareholders to manage the corporation
  • Directors may appoint officers, who conduct the daily operations of management

2

Number of Directors

  • Minimum = 1

3

Removing Directors

Can be removed with or without cause by shareholders, in between elections, unless there are bylaws against it

4

Judicial Removal

The test for when court will remove director:

  • Fraudulent conduct 
  • Dishonest acts
  • Gross abuse of authority 

5

6

Meetings of the board

Either decide or oversee in board meetings

7

Notice

Routine meetings = notice 1 year in advance

Special meetings = need to be held upon specific notice to the directors

8

Proxy Voting

Cannot vote my proxy

9

Director Objections to Board Actions

If go to meetign and don't speak up about being opposed to how the meeting is going, then it's assumed that you vote yes

10