Exam 36: Management Structure of Corporations

The Rutherford Corporation, a publicly held company, has employed Duncan, Saindon & Associates, PSC, as their accounting firm to perform audit services.Under the Sarbanes-Oxley Act, the lead auditor of Duncan, Saindon & Associates must rotate every:

Under the Statutory Close Corporation Supplement to the MBCA, a close corporation may operate without a board of directors.

The directors are expected to devote their full time to the corporation's affairs.

Notice of a shareholder's meeting may be waived in writing.

In Donahue v.Rodd Electrotype Co., Inc., the court's opinion stated:

The type of authority that arises from acts of the corporation that lead third parties to believe reasonably and in good faith that an officer has the requisite authority is:

If Marilyn and George form a corporation under the Revised Act with Marilyn as president and George as treasurer, Marilyn cannot also be corporate secretary.

Unlike voting trusts, shareholder voting agreements are not limited in duration.

A quorum of shares must be present at the shareholders' meeting, either in person or by proxy, to make effective decisions.

Which of the following would be likely to result in liability to a director of a textile company?

Jack has been on the board of his brother's company for three years but has never attended a board meeting.He may be liable for failing to act.

Unissued shares and treasury stock must be counted to see if a quorum exists.

Directors, but not officers, may compete with the corporation in their own private business dealings.

A proxy is effective until the shareholder revokes it.

Assume there are no provisions in the corporation's articles of incorporation or bylaws regarding quorum requirements.If there are 13 total directors of General Grain Corporation and the minimum number of directors are present to transact business, how many votes normally would be necessary for those present to approve an action as a board?

A shareholder has no right to dissent from compulsory share exchanges.

One difference between large, publicly held corporations and closely held corporations is that more of the shares of closely held corporations are held by institutional investors.

An officer can be removed for no reason if the board decides to do so.

Assume that 12,000 shares are represented at a shareholder meeting.How many votes are normally necessary to carry a motion?

The RMBCA states that "all corporate powers shall be exercised by or under the authority of, and the business and affairs of a corporation managed under the direction of, its":