Corporation Form

Shareholders do not typically actively manage a corporation; shareholders instead elect or appoint a board of directors to control the corporation in a fiduciary capacity. In most circumstances, a shareholder may also serve as a director or officer of a corporation.

Shareholder action by written consent refers to corporate shareholders' right to act by written consent instead of a meeting. This type of consent avoids some of the negative characteristics of shareholder meetings.

Actions Requiring Board and Stockholder Approval Enter into fundamental corporate transactions (sale of company, merger, sale of substantially all assets of corporation, etc.) Appoint officers. Issue securities that will affect the capitalization of the corporation (issuing shares, issuing stock options, etc.)

Common shareholders are granted six rights: voting power, ownership, the right to transfer ownership, dividends, the right to inspect corporate documents, and the right to sue for wrongful acts.

Board of Directors' Responsibilities to Shareholders. The primary responsibilities of board directors to shareholders relate to their fiduciary duties, including the duty of care, duty of loyalty and duty of obedience. These duties require board directors to place the best interests of the company ahead of their own.

Items requiring board and stockholder approval: Amendments to the corporation's certificate of incorporation or bylaws. Fundamental changes to the corporation, including the sale of the company, a merger/acquisition, the sale of substantially all assets of the corporation, recapitalization, or dissolution.

Shareholder Approval means approval of holders of a majority of the shares of Stock represented and voting in person or by proxy at an annual or special meeting of shareholders of the Company where a quorum is present.