NYLE--Business Relationships Exam Questions and Answers 100% pass

NYLE--Business Relationships Exam Questions and Answers 100% pass Corporations Formation - 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 - 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 2 100% Pass Guarantee Katelyn Whitman, All Rights 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? - 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 - 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 3 100% Pass Guarantee Katelyn Whitman, All Rights Can director's be removed? - 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? - 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