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3.
Title V By-Laws
Sec 46. Adoption of by-laws
DEFINITION:
A privilege extended to select shareholders of a
corporation that will give them the right to
purchase additional shares in the company before
the general public has the opportunity in the
event there is a seasoned offering. A preemptive
right is written in the contract between the
purchaser and the company, but does not
function like a put option.
Valid if:
Explanation:
4. Qualifications of directors
2.
6. Compensation to stockholders
3.
4.
Function:
1.
2.
1.
directly/indirectly by delegation to
BOD)
2.
Title VI Meetings
Revocation:
-Proxies are revocable any time unless made
irrevocable.
-Notifying proxy holder or signing a new proxy.
F.
Limitations:
1.
2.
3.
MUST BE:
-Prescribed by the law
-Made by the BOD
-Operate uniformly upon all the shareholders
Necessity:
-When required by the contract
-When not time is fixed for payment
-Must operate uniformly upon all the
shareholders.
DEFINITION of Delinquent:
-The failure to accomplish what is required by
law or duty, such as the failure to make a
required payment or to perform a certain action.
A delinquent is an individual or corporation with
Content:
Title IX Merger and Consolidation
-It must be kept a record of all stocks in the
names of the stockholders alphabetically
arranged
-The installments paid and upaid on all stock for
which subscription has been made.
-Date of payment of any installment
-Statement of any alienation
-Sale or transfer of stock made
Location:
It may be effected:
(a) By the vote of the board of directors or
trustees and the stock holders/members,
where no creditors are affected
(b) By judgment by SEC after hearing of
petition for voluntary dissolution where
creditors are affected
(c) By amending the articles of incorporation to
shorten the corporate term
(d) In the case of corporation sole, by
submitting to the SEC a verified declaration
of dissolution for approval
Voluntary dissolution is an action taken by
shareholders, incorporators or initial
directors to dissolve a corporation. It is