Where does a committee get its authority?

  1. Where does a committee get its authority? Who is ultimately responsible for the acts of the committee? 
  2. What are the three types of duties a director owes to the corporation? 
  3. If a board of directors, exercising due care, makes a poor decision that results in  a substantial financial loss to the corporation, can the shareholders of the corporation look to the directors  personal assets to recover their damages? What if one director withheld information from the other directors and personally benefited from the decision? 
  4. Suppose that Albert is on the board of directors of Acme Sailboard Company, Inc. As the result of a contract dispute, Acme Sailboard Company, Inc., and Albert are both name in a lawsuit brought by one of their suppliers. If Albert is found at the trial to be innocent of any wrongdoing, who is responsible for paying his attorneys fees and legal expenses? What if it is determined at trial that there has been a illegal conversion of funds by Albert that resulted in the lawsuit? 
  5. Can a corporation incorporated under a state following the MBCA consist of one individual who is an officer, director, and shareholder? 
  6. Must all  corporations have a board of directors? 
  7. Who typically elects the officers of the corporation? 
  8. Under the MBCA , what is the minimum number of votes required to pass a resolution of the shareholder if 1,000 shares of the corporation’s stock have been issued? 
  9. If the shareholder’s of a corporation feel that their stock has lost its value due to the mismanagement and/or misconduct of the corporation’s officers and directors, what if any, recourse do they have? 
  10. Who typically benefits when cumulative voting for the directors of a corporation is allowed?    Directions: please be careful with grammar and punctuation. and provide short answers if necessary.
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