Repository of Corporate Powers

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1. Under RCC Section22, who generally exercises corporate powers, conducts business, and controls corporate property unles…
2. Under Section24, officers perform duties provided in the bylaws and/or resolved by whom?
3. If the bylaws authorize an executive committee under Section34, it must have at least how many directors?
4. An ordinary seven-member board has four directors present at a properly convened meeting. No greater quorum or special …
5. The same seven-member board has four present, but only three vote to elect an officer. Does this satisfy Section52's of…
6. An authorized executive committee proposes approving a transaction for which the Code also requires shareholder approva…
7. A shareholder holding most shares directs a corporate sale personally and claims that ownership alone is the same as a …
8. Explain the board's role as repository of corporate powers and the qualification in Section22.
9. Distinguish Section52's ordinary board voting rule from officer elections.
10. Explain why an executive committee cannot be used to bypass every statutory approval requirement.
11. May an executive committee fill board vacancies under Section 34’s delegated power?
12. May the executive committee distribute cash dividends under Section 34?