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Seminar on May 26

(Summary Report, By Liao,Zheng Yong)
 

Time:17:30~18:30,May 26, 2011
Place:A506 of the second lecture building
Moderator:Liao ZhengYong
Member:Zheng Hainan, Wang Junqi, Liao Zhengyong, Ma Hongjun
Content:Scope of the presentation: Chapter seven



PartⅠThe discussion
Topics:
After learning chapter 7,we get to know that initial directors are either named in the articles or elected by the incorporators .Thereafter,shareholders elect directors at the annual shareholders meeting.In this chapter,we discuss the nuts and bolts of how the board operates.
We mainly discussed three questions:
Question 1: What is the difference between notice of shareholders and notice of the board ? And why does it exists?
Question 2: What happens if the corporations fails to given the required notice ?
Question 3: How can a director record her dissent in the meeting ?




Liao Zhengyong

Question one:

The notice to directors must state the date,time and the place of the meeting,but it need not state the purpose for which the meeting is called.However,the notice to shareholders required a statement of purpose ,this is an sharp contracting.
The reason why this difference exists lies in that board meetings routinely consider a variety of business maters under differing degrees of urgency ,while shareholders meet only to consider a limited number of important matters.
Question two:
If the corporations fails to given the required notice,it means a lot.
Firstly ,as with shareholders ,any purported action taken at that meeting is void,unless those not given notice waive the defect.
Secondly,as for directors,directors may waive notice in writing any time,usually before ,during or even after the meeting,so long as it is in writing and filled with the corporate records.
Question three:
There are three ways for directors to record their dissent:
First one,in the minute
Second one,in writing to the presiding officer.
Third one,in writing to the corporation itself.
If she delivers written notice of her dissent or abstention to the presiding officer at the meetin before its conclusion or to the corporation immediately after adjounment of the meeting. This gives the director three ways to record her dissent: the first is in the minutes by requesting such entry at the meeting; the second is in writing to the presiding officer; the last one is to the corporation itself. Each of these methods involves a writing, because an oral dissent by itself is meaningless.

Wang Junqi

Part A: our discussion

Question1: what is the difference between notice of shareholders and notice of the board? And why does it exist?
Notices of shareholder’s meetings require a statement of purpose, but the notice of broad need not state the purpose for which the meeting is called.
Because board meeting routinely consider a variety of business matters under differing degrees of urgency, which shareholders meet only to consider a limited number of important matters.
Question2: what happens if the corporation fails to given the required notice?
As with shareholders, any purported action taken at that meeting is void unless those not given notice waive the defect. Directors may waive notice in writing anytime so long as it is in writing and filed with the corporate records. In many corporations. It is routine to have directors sign waivers of notice at every meeting.
Question3:how can a director record her dissent in the meeting?
There are three ways to record her dissent in the following: in the minutes by requesting such entry at the meeting. In writing to the presiding officer for example, a note to the president during the meeting. To the corporation itself for example, a letter to the corporate secretary immediately after adjournment.
Part B: Study notes
First: Shareholder voting is different from the board voting, with shareholders once a quorum is present. It is deemed to exist throughout the meeting even if some shareholders leave the meeting. But in the meetings of board, once a quorum is no longer present. The board can not take an act at that meeting.
Second: if there are vacancies on the board, who selects the new person?
States take different approaches in the cause of the vacancy. If the director dies or resigns, in some states, the remaining directors will select. If the director was removed by the shareholders, the shareholders will elect. If a vacancy is created by a amendment to the articles or bylaws, in some states, newly created vacancies must be filled by the shareholders.
Third: we make two quick observations about committees of the board.  just because a board may delegate does not mean that it will. The authority to create committees I voluntary and need not be used. And, through committees can not do any of the tasks listed as non-delegable. They can recommend them for full board action.


Ma Hongjun
  1. For the first question, I think the corporation is not required to give notice to diretors of regular meetings. But it is required to give motice to directors of special meetings.We should be careful to consult the applicable law concerning three things: when is it given, how it is given, and does it say. The corporation give notice at least two days before the special meeting and the notice must state the time, date, and place of the meeting, but it need not state the purpose for which the meeting is called. This is different from notice of shareholder’ meetings, which required a statement of purpose.
The difference is that board meetings routinely consider a variety of business matters under differing degrees of urgency, while shareholders meet only to consider a limited number of important matters.
  1. For the second question, in my opinion, as with shareholders, any purported action taken at that meeting is void, unless those not given notice waive the defect. In many corporations, it is routine to have direcors sign waivers of notice at every meeting. In addition, a director waives any notice defect by attending or participating in a meeting unless she “ojects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
  2. For the third question, I think if a director disagrees with proposed action, she must be careful to ensure that her position is properly recorded. Any director who is present when corporate action is taken is deemed to have assented to the action taken unless she does one of three things. In other words, there is a presumption that if a director was preent, she agreed with the resolutions that were passed. If one of those resolutions turns out to be illeal, or to constitute a breach of fiduciary duty, she may be liable.

A director will not be presumed to have assented to board action if she objects to the transaction of business, the presumption does not attach if her dissent or abstention from the action. If she delivers written notice of her dissent or abstention to the presiding officer at the meetin before its conclusion or to the corporation immediately after adjounment of the meeting. This gives the director three ways to record her dissent: the first is in the minutes by requesting such entry at the meeting; the second is in writing to the presiding officer; the last one is to the corporation itself. Each of these methods involves a writing, because an oral dissent by itself is meaningless.

Gong Shu

Question 1:

What is the difference between notice of shareholders and notice of the board? And why does it exists?
The biggest difference between the meeting notice of the board and of shareholders is that director’s meeting notice need not to state the purpose of the meeting. Because the board of directors is the executive agency, who takes charge of the daily management of the corporation, and their meetings always have to consider a variety of business matters under differing degrees of urgency. As a result, it is difficult or even impossible to state the very clear purpose of the board’s meeting. However, shareholders are the owner of the corporation, who is separated from the management and only need to consider a limited number of important matters. So the purpose of the shareholders’ meeting can be clearly stated.
Question 2:
What happens if the corporation fails to given the required notice?
As with shareholders, any purported action taken at the meetings that fails to giver the required notice is void, unless those not given notice waive the defect. The defect can be waived in writing at any time, so long as it is filed with the corporate records. And in many corporation it is routine to have directors sign waivers of notice at every meeting.
Question 3:
How can a director record her dissent in the meeting?
In the common law review, there is a presumption that if a director was present, she agreed with the resolutions that were passed. According to the MBCA, there are three ways to record the director’s dissent: in the minutes (by requesting such entry at the meeting), or in writing to the presiding officer at the meeting or to the corporation itself.



 
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May,26,2011
 
 




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