Business Entities -Study

Front 1

What are directors responsible for?

Back 1

managing the business affairs of the corporation

Front 2

What is a quorum and proxy?

Back 2

The minimum percentage of either shareholders or directors that must be present at a meeting in order for a vote to be legally effective.

An authorization by one holder to another, giving another person the right to vote the shareholder's shares. Proxy also refers to the document granting such authority.

Front 3

What powers do shareholders have?

Back 3

1. Election of directors;
2. Removal of directors;
3. Confirmation, amendment, or repeal of a bylaw;

Front 4

How are decisions passed at a meeting of shareholders?

Back 4

majority of votes cast by shareholders in respect to that resolution or have them all sign written resolution.

Front 5

What is dividend?

Back 5

Profit of a corporation paid out to shareholders by money or property.

Front 6

Do dividends have to be paid the date declared?

Back 6

No.

Front 7

What does the Articles of Incorporation provide?

Back 7

Who has the right to dividend and whether it is cumulative v non-cumulative?

Front 8

What is cumulative?

Back 8

Cumulative dividends are declared every year at a fixed rate in Articles.
The right to this dividend does not expire. If a corporation does not declare one then the next year they must pay current years and last.
THEY MUST - CANNOT SKIP

Front 9

What is a non-cumulative dividend?

Back 9

The shareholders have no right to receive dividend if it is not declared by the end of a financial year.

Front 10

What happens to directors of a corporation that declare dividend disregarding solvency tests?

Back 10

They are joint and severally liable to restore to the corporation any amounts so paid and the value of property distributed not recoverable by the corporation.

Front 11

Can a numbered corporation amend the articles to change their name?

Back 11

Yes, the directors of a corporation can and do not require a special resolution from shareholders.

Front 12

There are two things corporations are required to do by law, annually?

Back 12

Conduct an annual meeting and file an annual return.

Front 13

What are four things commonly transacted at a annual meeting?

Back 13

1. Value of the financial statements and auditors report;
2. Fixing the number of directors for the following year;
3. Election of Directors; and
4. Reappointment of the existing auditor.

Front 14

Can you talk about anything else in an annual meeting?

Back 14

Yes, these are considered "special business"

Front 15

Before holding an annual meeting what are the four things you need to do?

Back 15

1. Hold a Director's Meeting
2. Prepare a Notice of the Annual Meeting
3. Prepare a form of proxy
4. Prepare a letter to each shareholder entitled to vote at the annual meeting

Front 16

What happens at a director's meeting?

Back 16

Approve the financial statements of the corporation; and determine the date of the annual meeting, the place where the meeting shall be held, and the time of the meeting

Front 17

When preparing a Notice of Annual Meeting what is one thing to keep in mind?

Back 17

Special business, if there is to be transacted one must state it in the notice and allow shareholder to permit reasonable judgement on it and the text of any special business to be submitted to the meeting

Front 18

Between what days can you submit a letter to each shareholder?

Back 18

Not less than 21 days and not more than 50 days BEFORE THE MEETING.

Front 19

What three things must you enclose when submitting your letter to each shareholder for the annual meeting?

Back 19

1. Notice of Annual Meeting;
2. Copy of the Financial Statements; and
3. Proxy.