Exam 48: Management of Corporations

According to the RMBCA,shareholders may,by majority vote,remove a director with or without cause unless the articles of incorporation provide that directors may be removed only for cause.

All states stipulate that there shall be no fewer than three directors for each corporation.

Which of the following is an incorrect statement about officers?

A corporation may be prosecuted and convicted of:

Corporations may ________ officers,directors,employees,and agents when they act in good faith,in a manner not opposed to corporate interests and with no reason to believe their conduct was unlawful.

The RMBCA provides that,absent a conflicting provision in the articles of incorporation,directors may be removed:

The officers of a corporation are liable for errors of judgment that cause a loss to the stockholders.

The notice of a special meeting of shareholders must include a statement of the nature of the business to be transacted and no other business may be transacted at such a meeting.

In a large corporation,the shareholders are often the managers of the corporation.

Shareholder control is generally limited to voting at shareholders' meetings to elect directors.

Regular meetings of shareholders are:

A corporate officer,while still employed by his or her firm,may be in breach of the officer's fiduciary duty of __________ by recruiting key management employees to join a competing company.

Ping was the president and chairman of the board of directors of Oh Imports,Inc.Ping was also a major shareholder.Acting as president,Ping negotiated a series of contracts that caused the corporation serious economic losses.In this role,Ping failed to exercise the care of a reasonably prudent person acting in similar circumstances.When substantial economic losses began to pile up,Ping insisted that the corporation breach a contract with Ory in favor of a larger contract that was later entered into with Magnificent Enterprises.Ping hoped to reverse Oh's economic fortunes through this contract with Magnificent,but the attempt failed.Oh then became insolvent.Ultimately,the corporation failed.Two law-suits were initiated against Ping.In the first,a creditor of Oh who never was paid because the business failed sued Ping alleging that the negligence of Ping had caused Oh to fail to pay the creditor what was owed.The second lawsuit instituted by Ory claimed damages from Ping because Ping caused Oh to breach its contract with Ory.Decide both lawsuits.

The relationship between a corporation and its agents is governed by the:

A stockholder-approved amendment to the certificate of incorporation may indemnify directors who:

The sale of corporate assets outside the regular course of a corporation's business is an example of an extraordinary matter.

In dealing with the corporation,directors act in a fiduciary capacity.

A corporation is liable to a third person for the act of its agent:

A valid meeting of the voting shareholders of a corporation requires the presence of a:

Most states permit action to be taken by the board of directors without holding an actual meeting.