This form is a due diligence questionnaire that pertains to the preparation and filing of the Registration Statement. It is necessary that the company be supplied with answers to the questions in this questionnaire from the holders of at least 5 percent of the outstanding securities of the company in business transactions.
Nebraska Comprehensive Questionnaire for Shareholders Including Officers and Directors Holding at Least Five Percent
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How to fill out Comprehensive Questionnaire For Shareholders Including Officers And Directors Holding At Least Five Percent?
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FAQ
Shareholders and directors have two completely different roles in a company. The shareholders (also called members) own the company by owning its shares and the directors manage it. Unless the articles say so (and most do not) a director does not need to be a shareholder and a shareholder has no right to be a director.
Generally, the board of directors is responsible for making major business and policy decisions and the officers are responsible for carrying out the board's policies and for making the day-to-day decisions.
Shareholders and directors have two completely different roles in a company. The shareholders (also called members) own the company by owning its shares and the directors manage it. Unless the articles say so (and most do not) a director does not need to be a shareholder and a shareholder has no right to be a director.
Many boards of directors for any company or organization from for-profit businesses and nonprofit organizations to health care networks, credit unions, and educational institutions must complete annual D&O questionnaires and disclose any business dealings, investments, or other relationships that may be considered
This Questionnaire is being distributed to (i) all persons who are directors (and nominees for election of directors, if any) of the Company, (ii) all persons who are or will be officers of the Company, (iii) each person who will own of record or beneficially more than 5% of any class of voting securities of the
Present non-employee directors and non-employee nominees for election as directors should answer all questions except Question 23. Present executive officers (1) and persons chosen to be executive officers should answer all questions except Question 17-20.
The statements on the D&O questionnaires are designed to fully capture all business relationships that board directors, officers and principal shareholders have. D&O questionnaires ensure independence and require pertinent parties to disclose conflicts of interest.
Members are sometimes confused by the difference between officers and directors. Directors are elected by the membership, while officers are named by the board to keep minutes, oversee financials, etc. Officers are required by statute but being an officer does not give one the power to vote.
When directors cast votes, they may incidentally be officers but when they vote, they vote as directors, not officers. The president, vice president, secretary and treasurer are allowed to vote if they are directors--but they are doing so as directors, not officers.
