Title 8

Question 1

I. The corporate secretary has the duty to record and prepare the minutes of the meeting.
II. Without the certification of the corporate secretary, it is incumbent upon the other directors or stockholders as the case may be, to submit proof that the minutes of the meeting is accurate and reflective of what transpired during the meeting.

Answer 1

Both are true

Question 2

I. A corporation shall furnish a stockholder or member, within 10 days from receipt of their written request, its most recent financial statement, in the form and substance of the financial reporting required by the Commission.
II. At the regular meeting of stockholders or members, the board of directors or trustees shall present to such stockholders or members a financial report of the operations of the corporation for the preceding year, which shall include financial statements.

Answer 2

Both are true

Question 3

I. Corporate records, regardless of the form in which they are stored, shall be open to inspection by any director, trustee, stockholder or member of the corporation in person or by a representative at reasonable hours on business days.
II. The inspecting or reproducing party shall remain bound by confidentiality rules under prevailing laws.

Answer 3

Both are true

Question 4

I. A requesting party who is not a stockholder or member of record, or is a competitor, director, officer, controlling stockholder or otherwise represents the interests of a competitor shall have no right to inspect or demand reproduction of corporate records.
II. If the corporation denies or does not act on a demand for inspection and/or reproduction, the aggrieved party may report such denial or inaction to the SEC.

Answer 4

C. Both are true

Question 5

Stock corporations must also keep a stock and transfer book, which shall contain:
A. A record of all stocks in the names of the stockholders alphabetically arranged.
B. The installments paid and unpaid on all stocks for which subscription has been made, and the date of payment of any instalment.
C. A statement of every alienation, sale or transfer of stock made, the date thereof, by and to whom made.

Answer 5

All of the above.

Question 6

The books and records required to be kept by the corporation are the following, except:
A. Minutes of meetings of stockholders or members.
B. Minutes of all meetings of directors or trustees.
C. Stock and transfer book, in case of stock corporations.
D. Daily time record.

Answer 6

D. Daily time record.

Question 8

The following are the limitations on the right of inspection by a stockholder, except:
A. The right can be exercised only by the common stockholders.
B. The right must be exercised during reasonable hours on business days.
C. The person demanding the right has not improperly used any information obtained through any previous examination of the books and records of the corporation.
D. The demand is made in good faith or for a legitimate purpose.

Answer 8

A. The right can be exercised only by the common stockholders.

Question 9

I. The proper custodian of the books, minutes and official records of a corporation is usually the corporate treasurer.
II. The signature of the corporate president gives the minutes of the meeting probative value and credibility.

Answer 9

Both are false

Question 10

I. The stockholder’s right of inspection of the corporation’s books and records is based upon their ownership of the assets and property of the corporation.
II. The right of inspection granted to stockholders is absolute.

Answer 10

A. Only I is true