Chapter 36 - Chapter 36Management Structure TRUE/FALSE 1....

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Chapter 36—Management Structure TRUE/FALSE 1. Directors have the power to bind the corporation when acting individually rather than as a board. ANS: F PTS: 1 2. By law, a shareholder is always entitled to one vote for each share of stock that he owns. ANS: F PTS: 1 3. In some states and under the RMBCA, cumulative voting is permissive, not mandatory. ANS: T PTS: 1 4. Notice of a shareholders' meeting may be waived in writing. ANS: T PTS: 1 5. A quorum will consist of a majority of shares entitled to vote if there are no provisions for any other number in the articles of incorporation. ANS: T PTS: 1 6. Directors ordinarily serve until someone who wants the position calls for an election. ANS: F PTS: 1 7. Directors are elected at the annual meeting of shareholders. ANS: T PTS: 1 8. Under the RMBCA, if a quorum exists, a shareholder action such as the election of directors is ap- proved if the votes cast for the action exceed the votes cast against it. ANS: F PTS: 1 9. Cumulative voting is permitted so the majority of shareholders can keep control of the board of direct- ors. ANS: F PTS: 1 10. Only the board of directors may approve fundamental changes in the corporation. ANS: F PTS: 1 11. A shareholder may not vote without being at the shareholder meeting. ANS: F PTS: 1 12. A proxy is effective until the shareholder revokes it.
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ANS: F PTS: 1 13. A proxy is revocable to the same extent as an agency. ANS: T PTS: 1 14. A voting trust does not permit a concentration of corporate control in one person. ANS: F PTS: 1 15. Voting trusts generally are effective for only one year. ANS: F PTS: 1 16. The officers determine the capital structure and financial policy of the corporation. ANS: F PTS: 1 17. The members of the board of directors are essentially trustees of the corporation. ANS: F PTS: 1 18. Closely held corporations sometimes impose supermajority or unanimous quorum requirements even though this creates the possibility of deadlock at the director level. ANS: T PTS: 1 19. The board of directors generally manages the day-to-day affairs of the company. ANS: F PTS: 1 20. Members of the board of directors may not determine their own compensation. ANS: F PTS: 1 21. The shareholders elect the key corporate officers. ANS: F PTS: 1 22. In closely held corporations, stock transfer restrictions are used to achieve the corporate equivalent of delectus personae. ANS: T PTS: 1 23. Currently, Julia is vice president of Speller Corporation. Under the Revised Act, Julia will not be per- mitted to also hold the office of treasurer. ANS: F PTS: 1 24. Under the Statutory Close Corporation Supplement to the MBCA, a close corporation may operate without a board of directors. ANS: T PTS: 1
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25. Directors usually may vote by proxy when they are not able to be present for a meeting.
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Chapter 36 - Chapter 36Management Structure TRUE/FALSE 1....

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