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Question 1

In its Certificate of Incorporation, a company must state the purpose of the business and the types of business it will conduct. Any act outside of this purpose, which the company undertakes is known as an ultra vires act, and is illegal. Thus, when a court charges a company's directors with committing an ultra vires act, it means that the directors have acted:

Question 2

Acme, Inc. is incorporated in California and is doing business in Nevada. In Nevada, it is properly referred to as

Question 3

Preferred stockholders:

Question 4

Hazel purchases stock that pays a periodic dividend of 9% of the face value of the shares. Hazel's stock, in all likelihood, is

Question 5

Andy and Flora are directors of Jackson. Dick and Jane are Jackson officers. Rachel and Henry, as well as being both directors and officers, are Jackson shareholders. Jackson stock dividends are declared by:

Question 6

C Corp's bylaws require that in order for the shareholders to override a bylaw created by the board of directors, a supermajority (here 75%) of the shares entitled to vote on the issue be present at the vote to form a quorum, and a supermajority (here 80%) of those shares present and entitled to vote must vote in favor of the resolution for it to pass. C Corp also has an item in its unamended Articles of Incorporation that says only a simple majority is required, as to both quorum and vote, to override the director bylaw. If, at its annual meeting, 75,000 shares of C Corp's total issued and outstanding 100,000 shares are at the meeting, is there a quorum present?

Question 7

C Corp's bylaws require that in order for the shareholders to override a bylaw created by the board of directors, a supermajority (here 75%) of the shares entitled to vote on the issue be present at the vote to form a quorum, and a supermajority (here 80%) of those shares present and entitled to vote must vote in favor of the resolution for it to pass. C Corp also has an item in its unamended Articles of Incorporation that says only a simple majority is required, as to both quorum and vote, to override the director bylaw. If, at its annual meeting, 75,000 shares of C Corp's total issued and outstanding 100,000 shares are at the meeting, how many shares were necessary to create the quorum?

Question 8

C Corp's bylaws require that in order for the shareholders to override a bylaw created by the board of directors, a supermajority (here 75%) of the shares entitled to vote on the issue be present at the vote to form a quorum, and a supermajority (here 80%) of those shares present and entitled to vote must vote in favor of the resolution for it to pass. C Corp also has an item in its unamended Articles of Incorporation that says only a simple majority is required, as to both quorum and vote, to override the director bylaw. Assume for purposes of this question that there was no item in the articles of incorporation regarding voting in the firm. If all 75,000 shares at the meeting are entitled to vote on the resolution, how many votes are required for it to pass?

Question 9

Which of the following is critical to insuring that a business is properly taxed under both state and federal taxation systems?

Question 10

XYX Corporation has recently completed its state filing for incorporation and has been granted a charter by the state. The filing made by XYX failed to mention a duration for the company. By default, how long is the company implied to last?

Question 11

NewCo. is a registered foreign business in State H. Due to a malfunction with one of its products, a NewCo customer was injured and has decided to sue the corporation. To whom should the customer send its notice of claim against the firm?

Question 12

Inc. Co. has been doing business in State Y for the last five years. It now has reason to register with the state because it wants to sue a State Y resident. What will be required before Inc can sue?