BU231 Lecture Notes - Lecture 19: Extraordinary Resolution, Fide, Fiduciary
Document Summary
Parties: directors, supervise the officers, cbca: di(cid:396)e(cid:272)to(cid:396)"s (cid:396)ole set out, ho(cid:449)e(cid:448)e(cid:396), (cid:373)ajo(cid:396)ity of po(cid:449)e(cid:396) (cid:272)o(cid:373)es f(cid:396)o(cid:373) ge(cid:374)e(cid:396)al. 3: shareholders cannot direct directors but they elect the directors. Initial directors are appointed by articles of incorporation but must hold general. Meeting of shareholders within 18 months of incorporation (agm of. If a director acquiesces in situations of misconduct or negligence, then s/he can be held personally liable. If a director votes for a decision that is financially detrimentally to the corporation and the corp. becomes insolvent, then s/he can be held. If there are more than one class of shares, each of the three rights have to be assigned to at least one class of shares, but one class does not need to have all three. Issuing new shares: power lies with the board, majority sh could lose majority position with a new issue. In canada: no such right but directors can only issue shares for purpose of raising capital.
