Chapter28 Crossword
                                                         
                                                         
                                                         
                                                         
                                                         
                                                         
                                                         
                                                         
                                                         
                                                         
                                                         
                                                         
                                                         
                                                         
                                                         
                                                         
                                                         
                                                         
                                                         
                                                         
                                                         
                                                         
                                                         
                                                         
                                                         
                                                         
                                                         
                                                         
 
 
Down: 1) Used when corporation enters into a lease or development agreement Could be for lease of a building, construction or renovation projects2) Governed by the Corporations Act3) Offering Company (formerly public) Non-Offering Company (formerly private5) Directors are elected by shareholders. They do NOT own the corporation They manage the corporation. They make decisions for the corporation. Directors elect officers.6) Sets out the rights and responsibilities of shareholders8) Chartered accountants Lawyers and paralegals Health professionals Social workers Veterinarians9) Sets out rules for allowing the use of a brand name, product and/or procedure11) Officers are elected by directors. Delegated responsibilities from the directors to help manage the corporation’s affairs. Typical offices held are: President Secretary-Treasurer Additional common offices are: Vice-President Controller Chief Executive Officer (CEO) Chief Administrative Officer (CAO13) Required to keep certain records Articles, by-laws and amendments thereto Unanimous shareholders agreement known to the directors Minutes and resolutions of the shareholders Minutes and resolutions of the directors and committee Directors' register Securities' register Account records May be kept in a book of electronic form Records usually kept in a Minute Book14) Own the corporation. They elect the directors16) Typically comes in in a binder style with letter size paper Used to have longer paper with special minute book paper When preparing documents, the left margin should be 1.5 inches. Special companies that specialize in ordering minute books and seals (ie. Cyberbahn Across: 4) Meetings must have a quorum The minimum number of directors or shareholders required at a meeting to properly hold a meeting as set out in the by-laws The Act states that a majority of shareholders entitled to vote constitute a quorum unless otherwise provided for in the by-laws If a corporation has fewer than 3 directors, then all directors must be present7) May act without holding a meeting by way of resolution Must have signatures of all directors or all shareholders Valid and effective when the last director or shareholder signs.10) A written authorization to someone to vote on your behalf at a meeting.12) Common Shares Class A Shares Preferred Shares15) When two businesses or corporations combine and work together for a common goal17) The government appoints a “director” to accept corporate documents Often referred to as Companies Branch Part of the Ministry of Government Services Documents filed with the Companies and Personal Property Security Branch should be filed in the minute book Now offers electronic filing and services18) Formal meetings may be held to pass resolutions or by-laws. At the meeting the item is moved (or motioned), seconded and carried. Directors meet as frequently as necessary. Shareholders are required to meet annually and must be held within the first 18 months of incorporation and a least every 15 months thereafter.19) Used when a corporation borrows money using the assets of the corporation. Can register under the Personal Property Security Act referred to as a Financing Statement20) Set the rules for how the corporation carries on business. Typically By-Law #1 is the operating by-law Typically By-Law # is the borrowing by-law21) Shares are issued to shareholders in exchange for their investment into the corporation Minimum of 1 class of share or many different classes of shares Shares can have voting rights or no voting rights Must be at least one class of shares that have voting rights22) Royal Charter – extremely rare (ie. Hudson’s Bay Company) Special Act or Parliament or Provincial Legislature - extremely rare (ie. Air Canada) Memorandum of Association (not in all provinces) Letters Patent – no longer used in Ontario except for non-for-profits Articles of Incorporation – Most Common
 

 

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