Ric
Executive Administrator
Re: Bylaws
« Reply #4 Yesterday at 11:50pm »
--------------------------------------------------------------------------------
MineralsRus
Administrator
Kevin and Bill Worshipper.
member is offline
Edwards: Dammit UC....Why did you leave that paper trail ? Now we're all going down !
Joined: Nov 2007
Gender: Male
Posts: 16,193
Karma: 150
[ Exalt | Smite ] ****Our Rights as Shareholders****
« Result #9 on Feb 26, 2008, 8:20am »
--------------------------------------------------------------------------------
Here is a link to lawdigest concerning shareholders rights. This should be a good starting point for anyone with questions regarding what your rights are as a stockholder.....One thing I would like to explore is why Bill Frizzell elected to follow the present action as opposed to his previous actions...ie derivatives action
lawdigest.uslegal.com/business-law/shareholder-rights/7165/#BackgroundThe subjects cover:
Ownership of Stock
Common Stock
Preferred Stock
Bonds and Debentures
Shareholder Meetings and Voting Rights
Shareholder Rights, Actions, and Liabilities
Shareholder Direct Litigation
Shareholder Derivative Litigation
Shareholder Preemptive Rights
Shareholder Liabilities
Transfer of Stock Ownership
Securities Laws
Conversion Rights
Redemption Rights
Sharing Proceeds Upon Liquidation of Corporate Assets
State Laws Governing Shareholder Rights
Additional Resources
Organizations
American Bar Association, Section of Business Law
Center for Corporate Law, University of Cincinnati College of Law
Council of Better Business Bureaus (CBBB)
United States Chamber of Commerce
////////////////////////////////////////////////////////////////////////////////////////////////////////////////
Here are a few sections from the link above.
The rights of shareholders depend largely on provisions in a corporation's charter and by-laws. These are the first documents which a shareholder should consult when determining his or her rights in a corporation. Shareholders also generally enjoy the following types of rights:
* Voting rights on issues that affect the corporation as a whole
* Rights related to the assets of the corporation
* Rights related to the transfer of stock
* Rights to receive dividends as declared by the board of directors of the corporation
* Rights to inspect the records and books of the corporation
* Rights to bring suit against the corporation for wrongful acts by the directors and officers of the corporation
* Rights to share in the proceeds recovered when the corporation liquidates its assets
Matters upon which shareholders vote, in addition to the election of the directors, depend on the issues affecting the corporation. The following are the most significant of these matters.
* Approval or disapproval of changes in the articles of incorporation
* Approval or disapproval of a merger with another corporation
* Approval or disapproval of the sale of substantially all of the corporation's assets that is not in the ordinary course of the corporation's business
* Approval or disapproval of the voluntary dissolution of the corporation
* Approval or disapproval of corporate transactions where some directors have a conflict of interest
* Approval or disapproval of amendments to bylaws or articles of incorporation
* Make nonbinding recommendations about the governance and management of the corporation to the board of directors
Shareholder Rights, Actions, and Liabilities
As noted above, many of the rights afforded to shareholders are contained in each corporation's articles of incorporation or bylaws. It is also noteworthy that shareholders generally do not have the right to vote on management issues that occur in the ordinary course of the corporation's business. Many decisions of the corporation must be made by the board of directors or officers of the corporation, and in most cases, shareholders may not compel the board or officers to take or refrain from taking any action.
Shareholder Direct Litigation
Shareholders can protect their ownership rights in their shares by bringing a direct action against a corporation. Such cases may involve contract rights related to the shares; rights granted to the shareholder in a statute; rights related to the recovery of dividends; and rights to examine the books and records of a corporation. Some cases are not appropriate for direct actions by a shareholder against a corporation, however. For example, a shareholder may not bring a direct action against a corporation by alleging that an officer has breached a fiduciary duty owed to the corporation. Such a case involves all shareholders and is more appropriate as a derivative action. By comparison, a shareholder may bring a direct action if he or she has been prevented from voting his or her shares in a vote.
State Laws Governing Shareholder Rights
Since the majority of states have adopted the Model Business Corporation Act, shareholder rights are generally consistent from one state to the next. State statutes should be consulted to determine whether an individual state has granted any specific rights to shareholders of businesses incorporated in that state.
NEVADA: The statute provides specific rules regarding shareholder meetings and voting, including voting trusts.
TEXAS : The statute permits shareholder agreements, subject to a number of restrictions and provides detailed rules regarding shareholder meetings and voting, including voting trusts.
Examples of other states:
ALABAMA: Alabama statute is based on the Model Business Corporation Act. Shareholders are granted preemptive rights in the statute. Shareholders may bring derivative actions for fraud, dishonesty, or gross abuse on the part of the directors. Holders of 10 percent of the votes may call a special meeting.
ALASKA: A shareholder may bring a derivative action on behalf of the corporation. Each record shareholder is entitled to written notice of meetings.
ARIZONA: Arizona statute is based on the Model Business Corporation Act. Corporations must provide shareholders with a stock certificate upon request. Shareholders may petition for a special meeting.
cmkxclubhouse.proboards76.com/index.cgi?board=general&action=display&thread=729