New York Reduction in Authorized Number of Directors
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How to fill out Reduction In Authorized Number Of Directors?
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Section 168 of the Companies Act 2006 gives shareholders the power to remove a director via ordinary resolution, requiring more than 50% of shareholder votes. This can be passed for any reason provided appropriate procedure is followed.
New York's Business Corporation Law (?BCL?) § 630(a) provides that ?[t]he ten largest shareholders,? of a corporation are ?personally liable?, ?jointly and severally?, ?for all debts, wages or salaries due and owing to any of its laborers, servants or employees other than contractors, for services performed by them for ...
(names of corporations) under section 904 of the Business Corporation Law?, shall be signed on behalf of each constituent corporation and delivered to the department of state. It shall set forth: (1) The statements required by subparagraphs (a)(1), (2) and (4) of section 902 (Plan of merger or consolidation).
BCL § 623 provides the exclusive remedy ? a fair value appraisal and buy-out ? for minority shareholders who oppose a proposed corporate transaction. With rare exception, these disgruntled shareholders have no right to monetary damages and their claims cannot be brought in ordinary litigation.
Section 615 - Greater requirement as to quorum and vote of members (a) The certificate of incorporation or a by-law adopted by the members may contain provisions specifying either or both of the following: (1) That the proportion of members, or of a class thereof, who shall be present in person or by proxy at any ...
(names of corporations) under section 904 of the Business Corporation Law?, shall be signed on behalf of each constituent corporation and delivered to the department of state. It shall set forth: (1) The statements required by subparagraphs (a)(1), (2) and (4) of section 902 (Plan of merger or consolidation).
(a) An agreement between two or more shareholders, if in writing and signed by the parties thereto, may provide that in exercising any voting rights, the shares held by them shall be voted as therein provided, or as they may agree, or as determined in ance with a procedure agreed upon by them.
New York Consolidated Laws, Business Corporation Law - BSC § 609. Proxies. (a) Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy.