Chapter 35 Corporations—Directors, Officers and Shareholders. § 1: The Role of Directors. Every corporation is governed by a board of directors. Individual directors are not agents of corporation, only the board itself can act as a “super-agent” and bind the corporation.
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Chapter 35 Corporations—Directors,Officers and Shareholders
Common shareholder entitled to one vote per share.
Articles and by-laws can exclude or limit voting rights of certain classes of stock.
Quorum must be present -- shareholders representing more than 50% of outstanding shares must be present.
Shareholders may vote on resolutions.
Need majority present for most resolutions.
Need a “super majority” (e.g., 67%) for important matters: sale of assets, etc..
Voting lists by corporate secretary contains record of stock ownership. [Cut off date 70 days ahead of action (notice, dividends, etc..)]