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35 (Statutory model (BoD (Functions (Delgate Board power (To committees…

- - - - Obedience
        
        Within authority
      - Diligence
        
        Ordinary care
      - Loyalty
        
        Fiduciary duty
    - - Prevent liability for directors and officers for honest mistakes
      - Requires
        
        Due care
        
        Good faith
        
        Reasonably believe best interest of corporation
      - Indemnification
        
        If liability is in good faith and was not adjudged negligent or liable
        
        Liability Limitation Statues
        
        Limit or eliminate liability for some breaches
        
        Judicial scrutiny: test which is more important
  - - - Delegate officers
      - Decide compensation of officers
      - Declare dividends
      - Delgate Board power
        
        To committees for some but not all functions
      - Right to information
    - - Power to make, amend, or repeal bylaws
    - - Bind corporation to decisions made here
      - Action without meeting require signed written by ALL directors
  - - - SH could be directors and officers
- - - - Voting rights at both annual and special meetings
    - - Annual meeting
      - Straight voting
        
        By majority
      - Cumulative voting
        
        multiple votes per shareholder
        
        Depends on number of directors
      - Remove directors
        
        By majority vote, subject to cumulative voting
        
        Cause do not matter
    - - Charter amendments
      - Most acquisitions and disolutions
    - - Authorize an agent to vote
      - Signed writing and delivered to corp
      - Time limit: 11 months default
      - Public corp
      - Can revoke unless interest
    - - Transfer voting rights to a trustee
      - Signed writing and delivered to corp
      - Both public and close corp.
      - Can't revoke rights
      - Time limit: 10 years (extendable)
    - - Used to give greater voting powers
      - Just need signed writing
      - Time limit: None
      - Closely held corp.
      - Revoke only by unanimous agreement
  - - - Made in good faith and proper purpose
    - - Direct
        
        SH sue corporation based on ownership of shares
        
        Do not involve third party
        
        Types
        
        Enforce
        
        Information rights
        
        Preemptive rights
        
        Compel
        
        payment of properly declared dividends
        
        dissolution
        
        Enjoin(Stop)
        
        Ultra vires acts
        
        Doing something beyond authority
      - Derivative
        
        SH sue third party on behalf of corporation
        
        Enforce a right belonging to the corporation
        
        Types
        
        Recover damages
        
        Management
        
        Breach
        
        Ultra vires act
        
        Improper dividends
        
        Other Third Parties
        
        Enjoin
        
        Wrongful issuance of shares
    - - Not take part or disagree in certain majority approvals