Joined: 23 Oct 2009
Online Status: Offline Posts: 61
Posted: 15 Nov 2009 at 02:07 | IP Logged
< http-equiv="Content-" content="text/; charset=utf-8">< name="ProgId" content="Word.">< name="Generator" content="Microsoft Word 12">< name="Originator" content="Microsoft Word 12">
Question
2
Under the Model Business Corporation
Act, under what circumstances can a corporation's board of directors amend the
articles of incorporation without shareholder approval? I. To increase the
number of authorized shares of the class to the extent necessary to permit the
issuance of shares as a share dividend. II. To change the corporate name to a
name that better reflects the nature of its business.
Top of Form
< name="ca" value="0+,G-(8WHW96" ="">< name="answer" value="14685" ="">A
I only
< name="answer" value="14686" ="">B
II only
< name="answer" value="14687" ="">C
I and II are both correct.
< name="answer" value="14688" ="">D
Neither I nor II is correct.
The correct answer was A.
Section 10.05 of the Model Business Corporation Act provides: Unless the
articles of incorporation provide otherwise, a corporation's board of directors
may adopt amendments to the corporation's articles of incorporation without
shareholder approval: . . . (4) if the corporation has only one class of shares
outstanding: (a) to change each issued and unissued authorized share of the
class into a greater number of whole shares of that class; or (b) to increase
the number of authorized shares of the class to the extent necessary to permit
the issuance of shares as a share dividend; (5) to change the corporate name by
substituting the word "corporation," "incorporated,"
company," "limited," or the abbreviation "corp.,"
"inc.," "co.," or "ltd.," for a similar word or
abbreviation in the name, or by adding, deleting, or changing a geographical
attribution for the name.
i thought ans is C by explanation
Question
3
Under the Model Business Corporation
Act, which is correct? The articles of incorporation must set forth any classes
of shares and series of shares within a class, and must I. authorize one or
more classes or series of shares that together have unlimited voting rights.
II. authorize one or more classes or series of shares that have special,
conditional, or limited voting rights.
Top of Form
< name="ca" value="0+,G-(8WHW96" ="">< name="answer" value="14689" ="">A
I only
< name="answer" value="14690" ="">B
II only
< name="answer" value="14691" ="">C
I and II are both correct.
< name="answer" value="14692" ="">D
Neither I nor II is correct.
e correct answer was A.
The articles of incorporation must authorize: (1) one or more classes or
series of shares that together have unlimited voting rights, and (2) one or
more classes or series of shares (which may be the same class or classes as
those with voting rights) that together are entitled to receive the net assets
of the corporation upon dissolution. The articles of incorporation may
authorize one or more classes or series of shares that have special,
conditional, or limited voting rights, or no right to vote.
Joined: 16 Oct 2009 Location: United States
Online Status: Offline Posts: 64
Posted: 16 Nov 2009 at 11:26 | IP Logged
muskhere wrote:
< http-equiv="Content-" content="text/; charset=utf-8">< name="ProgId" content="Word.">< name="Generator" content="Microsoft Word 12">< name="Originator" content="Microsoft Word 12">
Question
2
Under the Model Business Corporation
Act, under what circumstances can a corporation's board of directors amend the
articles of incorporation without shareholder approval? I. To increase the
number of authorized shares of the class to the extent necessary to permit the
issuance of shares as a share dividend. II. To change the corporate name to a
name that better reflects the nature of its business.
Top of Form
< name="ca" value="0+,G-(8WHW96" ="">< name="answer" value="14685" ="">A
I only
< name="answer" value="14686" ="">B
II only
< name="answer" value="14687" ="">C
I and II are both correct.
< name="answer" value="14688" ="">D
Neither I nor II is correct.
The correct answer was A.
Section 10.05 of the Model Business Corporation Act provides: Unless the
articles of incorporation provide otherwise, a corporation's board of directors
may adopt amendments to the corporation's articles of incorporation without
shareholder approval: . . . (4) if the corporation has only one class of shares
outstanding: (a) to change each issued and unissued authorized share of the
class into a greater number of whole shares of that class; or (b) to increase
the number of authorized shares of the class to the extent necessary to permit
the issuance of shares as a share dividend; (5) to change the corporate name by
substituting the word "corporation," "incorporated,"
company," "limited," or the abbreviation "corp.,"
"inc.," "co.," or "ltd.," for a similar word or
abbreviation in the name, or by adding, deleting, or changing a geographical
attribution for the name.
i thought ans is C by explanation
Question
3
Under the Model Business Corporation
Act, which is correct? The articles of incorporation must set forth any classes
of shares and series of shares within a class, and must I. authorize one or
more classes or series of shares that together have unlimited voting rights.
II. authorize one or more classes or series of shares that have special,
conditional, or limited voting rights.
Top of Form
< name="ca" value="0+,G-(8WHW96" ="">< name="answer" value="14689" ="">A
I only
< name="answer" value="14690" ="">B
II only
< name="answer" value="14691" ="">C
I and II are both correct.
< name="answer" value="14692" ="">D
Neither I nor II is correct.
e correct answer was A.
The articles of incorporation must authorize: (1) one or more classes or
series of shares that together have unlimited voting rights, and (2) one or
more classes or series of shares (which may be the same class or classes as
those with voting rights) that together are entitled to receive the net assets
of the corporation upon dissolution. The articles of incorporation may
authorize one or more classes or series of shares that have special,
conditional, or limited voting rights, or no right to vote.
i thought ans is C by explanation
Question1: Part I is stated as is in Section 10.05 of the Model Business Corporation Act in subsection (b) like you have cited. Part II, however, is not within the context of the paragraph you've cited. According to the act, the board can only change the name of incorporation. Inc., co., Ltd., they all mean the same thing for the purposes of a corporation. Part II asks whether the company name itself can be changed, and that can't be done without shareholder approval. Some of us won't be happy if the BoDs change the name of Walmart to something else lucrative. Thus, answer A is the best answer.
Question 2: Part I is within the context you cited. Part II, however, is a trick answer choice. The question asks what the articles of incorporation MUST do. Although part II is within the context of your cited source, the articles of incorporation does not have to authorize one or more "special" type of stock to be incorporated. Read the source again, it says may authorize. Answer A, again, is the best choice.
You cannot post new topics in this forum You cannot reply to topics in this forum You cannot delete your posts in this forum You cannot edit your posts in this forum You cannot create polls in this forum You cannot vote in polls in this forum
Active Topics 
Memberlist 
Search 
Help
Register 
Login
Topic: bus struc
Topic Closed)
