Michael Wechsler

St. Johns University School of Law Business Organizations 2 Outline 2016-01-05

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Professor Name
Susan Stabile
Class Year
1996
State Law
New York
Law Outline for Business Organizations 2 class, covering General Business Law including some concentration on New York business and corporations law. 86 pages in Microsoft Word format.

CORPORATIONS:

I. Power

II. Accountability

III. Finance

A. 3 tiers
1. share holders (sh)
2. officers
3. bd. of directors

B. BCL art. 6 - Sh powers

  • certain fundamental acts/changes need sh vote
  • sh must act at a meeting
  • meetings don't have to be held w/in a specific state but if place isn't fixed in the cert./by-laws, §602 fills gap by requiring that the meeting be held in the principle office in NY.

2 types of meetings:

a) annual - mandatory, parties cannot k around this

- Why? b/c directors are elected at annual meetings. Dir. normal tenure = 1 yr.
- also appropriate to conduct other business.
- date is usually fixed in by-laws or pursuant to by-laws (ie. by-laws authorize dir.)

1.§603- limited to NY. Sh may call an annual meeting if dir. refuse & if held & no one else is present,that individual sh may elect bd., thereby doing away with the quorum requirement.

b) special meetings - §602

1. may be called by:
(a) bd
(b) anyone else given the auth. in by- laws/cert.
(c) Rules for Notice

1. - to have a valid sh meeting of any kind, must give notice to all voting shs.
NY - 10 to 50 days before meeting

2. - must be given to sh if special meeting

3. - items not given notice of are invalid, and therefore may not be discussed at the meeting. Compare annual meetings which may discuss any business whether notice is given or not.

4. - Notice must contain:
a. date
place
time

b. existence of any appraisal rights

c. § 601 - if bd has made a by-law change that affects election process of directors, must include a description of that change.

d. if meeting = special, notice must state:
1. who called it
2. purpose

5. §606 Waiver of Notice

May waive notice by attending and
1. signing a waiver or
2. doesn't protest waiver & therefore waives by conduct
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