Corporations - Final Exam Prep; A+ Guaranteed

Corporate Structure correct answers 1. Corporate Charter 2. Articles of Incorporation 3. Bylaws 4. Formalities Bylaws correct answers G.R.: Bylaws may contain provisions: 1. related to business 2. conduct of affiars 3. powers of stockholders, directors, officers or employees What are in the Articles of Incorporation? (MBCA 202(a)) correct answers 1. Name 2. Authorized Shares 3. Registered Agent 4. Incoporators What four agreements should the founders of a corporation strongly consider? correct answers 1. Shareholder Agreement 2. Charter 3. Bylaws 4. Stock Purchase Agreement Optional Articles Provisions correct answers 1. Statement of Purpose 2. Classes and series of shares 3. Director and officer indemnification and liability limitation Amending Articles of Incorporation correct answers 1. Board of Directors must recommend amendment to shareholders; 2. Shareholders must approve; 3. Amendment must be filed with Secretary of State. Corporation: Formation v. Running correct answers 1. Articles of Incorporation "form" the business. 2. Bylaws "run" the business. MBCA correct answers Model Business Corporation Act Why are Bylaws more detailed that Articles? correct answers 1. Bylaws are not filed/public record; 2. Bylaws are more easily amended; and 3. Officers/Directors more familiar with Bylaws - "repository of organizational rules" What rules can a business set? correct answers Corporation may set "self-imposed rules/regulations deemed expedient for its convenient function."