LAW 3102 Lecture Notes - Lecture 30: Proxy Voting, Fiduciary
Law 3102
May 7, 2018
shareholders elect board of directors
- critical for ppl to represent agenda of shareholders
close corporation you can actually run it yourselves as shareholders
Who can be a director?
more generally, run by BOD
anyone over 18/ certificate of incorporation / by-laws may include more reqs
in NY: a single board member is permitted
nonprofit: BOD are usually big donors
one year term (until next annual shareholders meeting)
vacancy in board
filled by shareholders voting
or affirmative vote of a majority of remaining directors, even if less than a quorum
of the board
