What is the exception to the rule that all directors must sign a written consent to validate a board action taken without a meeting? Section 100 provides several exceptions for close corporations where board action taken without a meeting is still deemed valid, primarily relying on unanimous consent or implied knowledge of the directors or […]
How can a voidable contract with an interested director be ratified if quorum or voting conditions were absent? If any of the first three validating conditions (quorum, voting, or fairness) are absent in a contract involving a director or trustee, the contract may still be ratified by the stockholders (SEC. 31, Revised Corporation Code of
Under what conditions may a director who acquired a corporate business opportunity avoid having to refund the profits? A director who acquires a business opportunity that rightfully belonged to the corporation, thereby obtaining profits to the prejudice of the corporation, must generally account for and refund all such profits (SEC. 33, Revised Corporation Code of
