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11 Cards in this Set
- Front
- Back
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Board Initiative
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board of directors propose the matter to the shareholders, who then must approve the action
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Ex Officio
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authoirty by virtue of their offices
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Business Judgment Rule
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directors are not liable for mere errors of judgment when they act with care and good faith
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Self-Excuting Statues
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automatically imposes protections/obligations on directors, director acted in good faith unless it can be demonstrated by clear and convincing evidence that he did not
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Cap on Monetary Damage Statue
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corporations can lower the cap but cannot raise it, maximum liability that may be imposed on directors is the greater of 100,000 or cash compensation
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Insiders
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confidential material info concerning the corporation, from buying or selling its stock
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Undemnification
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the director/officer prevails on the merits, found guilty buy acted in good faith
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Removal of Directors
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by shareholders with or without cause
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Quorum
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majority of Directors must be present for the Board to act
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Prudent Person
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acting in good faith
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Charter Options Statutes
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allows corporation to amendarticles, by vote of shareholder
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