Exam 34: Corporate Directors, Officers, and Shareholders

When directors vote on issues affecting the corporation, ordinary matters generally require a greater-than-majority vote.

Kathy is a director of Line Production Inc. As a director, with respect to the corporation, Kathy is expected to subordinate

Daisy is a director of Excavation Corporation. She opposes an offer to merge Excavation with Fill Inc. because she would lose her board position. Daisy is most likely liable for breach of

The audit committee of a publicly held corporation is responsible for

To participate in a shareholders' meeting, a shareholder must present a proxy.

Every corporation is governed by a committee of managerial employees.

The initial board of directors of a corporation is normally appointed by the incorporators when the corporation is created.

Carmen and Diego are shareholders of Espresso Inc. Carmen's written authorization to Diego to vote her shares at a shareholders' meeting is

A shareholder's right to transfer his or her shares to another party can be subject to restrictions set out in the bylaws or a shareholder agreement.

A corporate director may not

Guy is a director of Healthcare Corporation. Guy attempts to use his best judgment in guiding corporate management but makes a few honest mistakes. He may be protected from liability for these mistakes by

Shareholders, not directors, make major corporate policy decisions.

Initiating and negotiating the sale and lease of corporate assets outside the regular course of business is a responsibility of the corporation's

Quorum requirements vary among jurisdictions.

As a director of InstaTalk Inc., Jim has a right of inspection. This right can be restricted by

A corporate officer

Because of their positions within the corporation, directors cannot be held liable for the crimes of corporate employees.

Sara and Tim form Urban Foods Inc. When it comes to managing Urban, the firm relies on

Roy is a director of Sales Inc. Sales enters into a contract with TeleCenter Corporation in which Roy has a personal interest. Roy must

Most states provide that the minimum number of directors that must be present before the board may transact business is