A What Is a Quorum of the Board of Directors

question 88

Essay

a. What is a quorum of the board of directors for purpose of conducting corporate business? What does the Revised Act say with regard to a quorum? What is a supermajority requirement?
b. The directors of Bigkey, Inc. can't decide whether to declare a dividend, so the board appoints a committee consisting of the president of the corporation, the vice president of the corporation, and the treasurer to decide whether to pay a dividend. If the committee wants to declare a dividend, the directors say the officers can pay it immediately before the next board meeting. Is this a permissible delegation of corporate authority? Explain.

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Definitions:

Negligence

A failure to behave with the level of care that someone of ordinary prudence would have exercised under the same circumstances, resulting in harm or damage.

Defenses

Legal strategies and arguments used in court to justify or excuse an individual's actions or to challenge the validity of a lawsuit.

Securities Act

A federal piece of legislation enacted in 1933 that regulates the offer and sale of securities to protect investors from fraud.

Controlling Person

An individual or entity that has the power to direct or influence the management and policies of a company, typically through ownership of a significant portion of voting shares.