NYLE--Business Relationships
questions with verified answers
Corporations
Formation - correct answer ✔✔ 1) filing a certificate of incorporation
2) CI includes: name; county of office; corp purpose; shares authorized; duration if not
perpetual; designation of sect'y of state
Corporations
Voting: By-laws - correct answer ✔✔ By-laws: adoption, amendment or repeal requires a
majority vote of shareholders; unless
1) provided by in certificate of incorporation, or
2) A by-law adopted by the shareholders or incorporators
then, by a requisite vote of the board of directors
Corporations
Voting: Other corporate action (not by-laws or election of directors, or certificate of inc or
merger)
what is required to win the vote? - correct answer ✔✔ Votes on other actions generally require
a majority *of the votes cast* at a meeting of shareholders, unless otherwise provided by
statute, certificate of incorp., or by-law adopted by the shareholders.
Corporations
Voting: approval of amendment to certificate of incorportation and approval of merger - correct
answer ✔✔ A majority of the total number of shares is required to approve an amendment to
the certificate of incorporation.
For merger (for corp in existence on 2-22-1998) the ratio is 2/3 of the votes cast.
, Corporations
Voting: election of directors
Can director's be removed? - correct answer ✔✔ A plurality of votes cast at a meeting of the
shareholders is required to elect a director.
Directors can be removed for cause by a vote, and if the by-laws so provide, without cause.
Corporations
Shareholders right to dissent and be paid for shares
When do shareholders have a right to appraisal? - correct answer ✔✔ 1) when amendments to
the cert of inc would abolish or impair shareholder rights
2) when S/H opposes a plan to merge
3) S/H opposes transfer of substantially all or all of the assets of the corp, not in regular course
of business
--but not if given cash within a year
Corporations
Process for shareholder dissent
S/H cannot commence a suit for money damages - correct answer ✔✔ 1) S/H must file written
objection including demand for fair value
2) Corp must timely make written offer and price
3) If no agreement from S/H corp may initiate a special proceeding to fix fair value of shares
4) if corp does not initiate special proceeding, S/H can
Corporations
Minority shareholder's right to petition for judicial dissolution for privately owned business
Name 2 grounds for dissolution - correct answer ✔✔ 1) directors have been guilty of illegal
oppressive or fraudulent actions (oppressive = change in policy giving no return to minority S/H)
questions with verified answers
Corporations
Formation - correct answer ✔✔ 1) filing a certificate of incorporation
2) CI includes: name; county of office; corp purpose; shares authorized; duration if not
perpetual; designation of sect'y of state
Corporations
Voting: By-laws - correct answer ✔✔ By-laws: adoption, amendment or repeal requires a
majority vote of shareholders; unless
1) provided by in certificate of incorporation, or
2) A by-law adopted by the shareholders or incorporators
then, by a requisite vote of the board of directors
Corporations
Voting: Other corporate action (not by-laws or election of directors, or certificate of inc or
merger)
what is required to win the vote? - correct answer ✔✔ Votes on other actions generally require
a majority *of the votes cast* at a meeting of shareholders, unless otherwise provided by
statute, certificate of incorp., or by-law adopted by the shareholders.
Corporations
Voting: approval of amendment to certificate of incorportation and approval of merger - correct
answer ✔✔ A majority of the total number of shares is required to approve an amendment to
the certificate of incorporation.
For merger (for corp in existence on 2-22-1998) the ratio is 2/3 of the votes cast.
, Corporations
Voting: election of directors
Can director's be removed? - correct answer ✔✔ A plurality of votes cast at a meeting of the
shareholders is required to elect a director.
Directors can be removed for cause by a vote, and if the by-laws so provide, without cause.
Corporations
Shareholders right to dissent and be paid for shares
When do shareholders have a right to appraisal? - correct answer ✔✔ 1) when amendments to
the cert of inc would abolish or impair shareholder rights
2) when S/H opposes a plan to merge
3) S/H opposes transfer of substantially all or all of the assets of the corp, not in regular course
of business
--but not if given cash within a year
Corporations
Process for shareholder dissent
S/H cannot commence a suit for money damages - correct answer ✔✔ 1) S/H must file written
objection including demand for fair value
2) Corp must timely make written offer and price
3) If no agreement from S/H corp may initiate a special proceeding to fix fair value of shares
4) if corp does not initiate special proceeding, S/H can
Corporations
Minority shareholder's right to petition for judicial dissolution for privately owned business
Name 2 grounds for dissolution - correct answer ✔✔ 1) directors have been guilty of illegal
oppressive or fraudulent actions (oppressive = change in policy giving no return to minority S/H)
