Corporation Law Structural Flow Chart (Model Business Corporation Act)

Business Associations: Professor Gordon Christy

Formation and Organization

Incorporators (2.01) Articles (2.02) Incorporation (2.03)

Financial Rights

Shareholder Rules Voting and Approval Rights

*7.32* Shareholder Meetings (7.01, 7.02, 7.03) Notice of Meeting (7.05) Waiver of Notice (7.06)

Management Rights Directors / Officers

Shareholder Agreements (7.32) Board of Directors Powers of Oversight (8.01) Qualification, Number & Election of Directors (election at annual shareholders meeting) (8.02 / 8.03) Class Election (8.04) Indemnification of Officers (8.56) Insurance (8.57) Limitation (8.59)

Management Duties
Standards of Conduct Directors (8.30) Directors Liability (8.31) Standards of Conduct of Officers (8.42)

Amendments

Merger and Asset Sales

Definitions (11.01) Merger (11.02) Share Exchange (11.03)

Dissolution and Liquidation

By Incorporators or Initial Directors (14.01) By Board of Directors & Shareholders (14.02) Articles of Dissolution (14.03)

Liability of Shareholders (6.22) Authorized Shares Common & Preferred (6.01 / 6.02) Issued & Outstanding (6.03)

Amendments to Articles Authority to Amend (10.01) Before Issuance of Shares (10.02) By Board of Directors and Shareholders (10.03)

Liability for PreIncorporation Transactions (2.03) Organization (2.04)

Issuance of Shares & Consideration (6.21) Share Dividends (6.23)

Record Date (7.07)

Conduct of Meeting (7.08)

Bylaws (2.06)

Share Certificates Form and Content (6.25) Shares without Certificates (6.26) Share Transfer Restrictions (6.27) Preemptive Rights (6.30) Repurchase of Shares (6.31) Distributions to Shareholders *(6.40)* Note: Characteristics of Common and Preferred Shares Directors Liability (8.33)

Unanimous Written Consent of Shareholders (7.04) Voting (7.20, 7.21, 7.22) Quorum (7.25) Election of Directors & Cumulative Voting (7.28) Voting Agreements (7.31) Voting Trusts (7.30) Voting on Article Amendments (10.03 / 10.04) Voting on Bylaw Amendments (10.20) Voting on Merger (11.04) Voting on Asset Dispositions (12.02) Dissolution by Board of Directors & Shareholders (14.02) Note: Inspection Rights (16.02 - 16.03)

Terms of Office 1-3 Years Reduction in Number (8.05) Staggered Terms (8.06)

Special Articles Amendments by Board of Directors (10.05) Certain Dispositions of Assets (12.01) Inspection of Records (16.05)

Directors Liability for Unlawful Distributions (8.33) (See 640) Directors Conflicting Interest Transactions (8.60 - 8.63)

Voting on Amendments (10.04)

Action on a Plan of Merger or Share Exchange (11.04) Merger btw Parent and Subsidiaries or btw Subsidiaries (11.05) Articles of Merger or Share Exchange (11.06) Effect of Merger or Share Exchange (11.07) Abandonment of a Merger or Share Exchange (11.08) Right to Appraisal and Payment for Shares (13.01- 13.03) Appraisal Rights (13.20) Notice of Intent to Demand Payment (13.21) Appraisal Notice and Form (13.22)

Revocation of Dissolution (14.04)

By Board of Directors (10.05)

Effect of Dissolution (14.05)

Maintenance of Corporate Records Corporate Records (16.01) Inspection of Records by Shareholders (16.02) Scope of Inspection Right (16.03) Court-Ordered Inspection (16.04) Inspection of Records by Directors (16.05) Exception to Notice Requirement (16.06) Financial Statements for Shareholders (16.20) Other Reports to Shareholders (16.21)

Articles of Amendment (10.06)

Purposes (3.01) General Powers (3.02) Ultra Vires (3.04) Corporate Name (4.01) Reserved Name (4.02) Registered Name 4.03)

Resignation (8.07) Removal and Vacancies (8.08, 8.09, 8.10) Compensation (8.11) Directors Meetings (8.21, 8.22, 8.23, 8.24) Action by Unanimous Written Consent (8.21) Appointment of Officers (8.40)

Shareholder Inspection Rights (16.02, 16.03, 16.04)

Restated Articles of Incorporation (10.07) Amendment Pursuant to Reorganization (10.08) Effect of Amendment (10.09)

Known and Other Claims Against Dissolved Corporations (14.06 - 14.07) Court Proceedings (14.08) Director Duties (14.09) Grounds for Administrative Dissolution (14.20) Procedure & Effect (14.21) Reinstatement after Administrative Dissolution (14.22) Appeal from Denial of Reinstatement (14.23) Grounds and Procedure for Judicial Dissolution (14.30 - 14.31) Receivership or Custodianship (14.32) Decree of Dissolution (14.33) Election to Purchase in Lieu of Dissolution (14.34)

Amendments to Bylaws Amendment by Board of Directors or Shareholders (10.20) Bylaw Increasing Quorum or Voting Requirement for Directors (10.21)

Registered Officer / Agent (5.01) Service on Corporation (5.04) See 1.23, 1.28, 1.41

Functions of Officers (8.41) Resignation / Removal (8.43) Contract Rights (8.44) Indemnification: Directors (8.50, 8.51, 8.52) Advances of Expenses (8.53)

Perfection of Rights; Right to Withdraw (13.23) Payment (13.24) After-Acquired Shares (13.25) Procedure for Dissatisfied Shareholder (13.26) Judicial Appraisal (13.30 - 13.31)