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    Law 6

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    Eric Anthony Melendres
    The Board of Directors/Trustees exercises corporate powers and can only act through lawful meetings with a quorum. They are elected by stockholders and oversee corporate officers. No individual can validly bind a corporation without authority from the Board of Directors/Trustees.

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    Law 6

    Uploaded by

    Eric Anthony Melendres
    13 views2 pages
    The Board of Directors/Trustees exercises corporate powers and can only act through lawful meetings with a quorum. They are elected by stockholders and oversee corporate officers. No individual can validly bind a corporation without authority from the Board of Directors/Trustees.

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    Law6

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    The Board of Directors/Trustees exercises corporate powers and can only act through lawful meetings with a quorum. They are elected by stockholders and oversee corporate officers. No individual can validly bind a corporation without authority from the Board of Directors/Trustees.

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    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd
    Flag for inappropriate content
    Download as pdf or txt
    13 views2 pages

    Law 6

    Uploaded by

    Eric Anthony Melendres
    The Board of Directors/Trustees exercises corporate powers and can only act through lawful meetings with a quorum. They are elected by stockholders and oversee corporate officers. No individual can validly bind a corporation without authority from the Board of Directors/Trustees.

    Copyright:

    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd
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    of 2

    The Board of Directors/ Trustees

    Directors, Trustees and Officers Part 1 Rules in the corporate powers exercised by the
    Board of Directors or Trustees
     The Board of Directors/ Trustees • Corporations can only act and contract through
    the aid and by means of individuals
     Election of Board of Directors/ Trustees
    • These individuals may be those holding corporate
     Corporate Officers and Quorum offices or agents appointed by such officers

     Disqualifications of Directors/ Trustees In the absence of authority or valid delegation from


    the Board of Directors/ Trustees, no person can
    validly bind a corporation
    *Property of STI K0026 *Property of STI K0026

    1 _________________________ 2 __________________________
    ___________________________ ___________________________
    ___________________________ ___________________________
    ___________________________ ___________________________
    ___________________________ ___________________________
    ___________________________ ___________________________
    ___________________________ ___________________________
    ___________________________ ___________________________
    ___________________________ ___________________________

    The Board of Directors/ Trustees Election of Board of Directors/ Trustees

    Powers exercised as a Board Methods of voting


    • The Board of Directors or Trustees must act • Straight voting
    together as a body in a lawful meeting
    • Cumulative voting
    • To exercise their powers, they must meet as
    directors or trustees at a meeting where there is a
    quorum Source: http:/ / s 1.s os .mo.gov

    • If they act or give their consent separately, their


    action is not that of the corporation
    *Property of STI K0026 *Property of STI K0026

    3 _________________________ 4 __________________________
    ___________________________ ___________________________
    ___________________________ ___________________________
    ___________________________ ___________________________
    ___________________________ ___________________________
    ___________________________ ___________________________
    ___________________________ ___________________________
    ___________________________ ___________________________
    ___________________________ ___________________________
    Election of Board of Directors/ Trustees Corporate Officers and Quorum

    Limitations on the election • President


    • Stockholders must be present in the meeting for • Vice-President
    election of directors or trustees
    • Treasurer
    • The election must be in ballot if the election is
    • Secretary
    requested by any voting member or stockholder
    • Other officers as may be provided by the by-laws
    • A stockholder cannot be deprived of his statutory
    right to vote
    • Notice of election must be given
    *Property of STI K0026 *Property of STI K0026

    5 _________________________ 6 __________________________
    ___________________________ ___________________________
    ___________________________ ___________________________
    ___________________________ ___________________________
    ___________________________ ___________________________
    ___________________________ ___________________________
    ___________________________ ___________________________
    ___________________________ ___________________________
    ___________________________ ___________________________

    Corporate Officers and Quorum Disqualifications of Directors/ Trustees

    Quorum Requisites for a Valid Removal of Directors/ Trustees


    • The required number of the memberships of a • The removal should take place at a regular or special
    collective body which is needed to transact its meeting duly called for the purpose
    business or do any other corporate act • The director/ trustee can only be removed by vote of
    • One-half plus one stockholders
    • There must be a previous notice to stockholders or
    • A majority of the number of directors or trustees
    members of the corporation
    as fixed in the articles of incorporation shall
    constitute a quorum • The special meeting must be called by the secretary

    *Property of STI K0026 *Property of STI K0026

    7 _________________________ 8 __________________________
    ___________________________ ___________________________
    ___________________________ ___________________________
    ___________________________ ___________________________
    ___________________________ ___________________________
    ___________________________ ___________________________
    ___________________________ ___________________________
    ___________________________ ___________________________
    ___________________________ ___________________________

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