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Articles of Incorporation, CLAIM - Coggle Diagram
Articles of Incorporation
Board of Directors
CEO Employed by the board of directors. Also subject to the fiduciary duty.
CIO: Employed by CEO and Board. Subject to Duty of Fiduciary
COO: Employed by CEO and Board. Subject to Duty of Fiduciary
CFO: Employed by CEO and Board. Subject to Duty of Fiduciary
Agents of Corporation
Fiduciary dutes
Duty of loyalty
Duty of Good Faith
Duty of Compensation
Duty of Oversight
Duty of Care
Duty to Convey Information
Agency Relationship
Agency Law and principles govern the internal relationships between the organization not concerned with their external relationships.
A fiduciary relationship that results from the manifestation of consent by one person to another that the other shall act on his behalf and subject to his control, and consent by the other so to act.
Duty of Agency
Agent - principal
Apparent Authority
where the principal held the agent out as possessing sufficient authority to embrace the act in question and knowingly permitted him to act as having such authority; and
in consequence thereof, the person dealing with the agent acting in good faith reasonably believed (relied) under all the circumstances that the agent had the necessary authority
principal - Agent
Agent and third parties
Bylaws
Articles of Incorporation are a legal document necessary in order for a corporation to come into existence. A corporation/board of directors need to file it in order for a corporation to legally exist
CLAIM
Derivative
Demand: Directors get to control the corporation unless there is a conflict of interest.
Futile
Assess Via "tools at hand"
Board Meeting Minutes
Stockholder Lists
Corporate financial Statements
Some Director and officer communications
Transaction-specific documents
So long as there is a proper purpose and so long as they are reasonable and tailored to the purpose of the inquiry
Direct Claim
No Demand