Corporate Bylaws For Shareholders In Cook
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FAQ
A shareholder is a person who owns the share in a company whereas a member is a person whose name is entered or recorded in the register of Members maintained by the Company.
Shareholders can vote on critical matters, such as mergers, acquisitions, and board appointments. Shareholders are entitled to dividends declared from company profits. Transparency is guaranteed by granting shareholders access to statutory registers and financial records.
There is no requirement for directors to also be shareholders, and shareholders do not automatically have the right to be directors. However, in most private limited companies, they are the same people. This flexibility in ownership and management is one of the many great things about the limited company structure.
In those circumstances, the non-director shareholders may consider what rights they have, including to appoint new directors (e.g. themselves) to the board in order to be able to influence, or block, decisions in their favour and to protect their position as shareholders.
(1) The director of a proprietary company who is its only director and only shareholder may exercise all the powers of the company except any powers that this Act or the company's constitution (if any) requires the company to exercise in general meeting.
Shareholders can dispute a director's resolution if they believe the resolution is contrary to the interest of the members, oppressive or unfairly prejudicial. The applicant who seeks such relief must hold at least one share.
As such, although directors are legally not allowed to give preferential treatment to some shareholders over others, in practice a majority shareholder can have a great deal of influence over the company and the decisions taken by its directors.
There is no legal requirement for a limited company director to also be a shareholder. So as a general rule, a person can be made a director, a shareholder, or both. The position of directors and shareholders differs in the remit of their role, their rights, and their responsibilities.
Typically, a director is (or should be) a shareholder in the company. Directors are appointed, i.e. voted into office, by the shareholders of a company at a properly convened meeting of shareholders.
The By-Laws outline the rules on annual and special meetings, voting, quorum, notice of meeting and auditors and inspectors of election. They further emphasize procedures for qualification, nomination, election and compensation of the directors. The By-Laws also identify the officers of the company and their functions.
