BLS 112 Chapter Notes - Chapter 40: Retained Earnings, Intangible Property, Board Of Directors

• School: Binghamton University
• Department: Business Law and Society
• Course: BLS 112
• Professor: S U N Y Ulster

Document Summary

Chapter 40: corporate directors, officers, & shareholders: role of directors and officers. Board of directors: ultimate authority, policymaking decisions, carry out routine corporate business, selects & removes corporate officers, determines capital structure, declares dividends, director agent or trustee. Compensation of directors: unless articles or bylaws state, board may set director compensation, inside director: director is also officer of corporation, compensated for managerial position, outside director: director does not hold management position. Board of director"s meetings: established in articles or bylaws, special meetings can be called, quorum: minimum # of members that must be present, majority of board members (unless stated otherwise, voting, each member has 1 vote. Corporate officers & executives litigation by director"s actions: act as agents of corporation ordinary rules of agency, employees of company rights defined by employment contract, removal at any time (with or without cause) If directors remove with violation of terms of employment contract, corporation may be liable for breach of contract.