Chapter30 Crossword
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
 
 
Down: 1) Must pass resolutions for the following: Confirm by-laws Appoint auditor if necessary Accept resignation of first directors and appoint new directors Approve transfer of shares from first directors if by-laws give shareholders the authority 3) investigation and analysis done by a company in anticipation of entering into a business transaction5) First annual meeting must be held within 18 months and within 15 months thereafter Business at meeting involves: Approval of financial statements Auditors or accountants are appointed Directors are elected By-laws, resolutions, contracts, acts, etc. are approved and confirmed Special meetings may be held if urgent business required before the annual meeting 6) a list of items of business to be transacted at a meeting7) a written authorization for someone to act or bote for someone else at a corporation's meeting9) the summary of the business conducted at a meeting12) Known as the general or operating by-law Sets out the rules and regulations Usually quite lengthy See precedent 30.1 13) the term used to indicate that a meeting has ended15) Once incorporated the first directors and shareholders must organize the company Normally organized by: meeting of first directors meeting of shareholders meeting of permanent directors 17) the principal officer of a corporation19) Known as the borrowing by-law Not required by statute but typically banks require this by-law See precedent 30.2 A certificate may be used saying there are no restrictions on borrowing 20) a written authorization for someone to act or bote for someone else at a corporation's meeting22) Directors meetings and shareholders meetings By-laws aset out the procedure (ie. notice, elections, etc.) Shareholders meetings are held at the place determined by the directors Directors meetings are held at registered office unless by-laws provide otherwise Majority of directors meetings must be held in Canada in any given financial year If by-laws provide and all directors consent, directors meeting may be held by conference call Across: 2) Must pass resolutions for the following: enact the by-laws adopt form of share certificates and corporate records authorize issuance of securities appoint officers appoint auditor(s) if necessary banking resolution approve and adopt corporate seal any other business if necessary No specific order required 4) the necessary changes being made8) the term once used to describe a corporation that does not offer its shares to the public10) decisions made by directors or shareholders at a meeting11) The original to be prepared on minute book paper and kept in the minute book Firms usually have standard by-law precedents that are adjusted to each individual client needs Divided into sections and numbered If enacted at a meeting of directors and confirmed at a meeting of shareholders, then the president and secretary sign them (see precedent 30.1) If enacted by the directors and confirmed by the shareholders by resolution then directors and shareholders sign (see precedent 30.2) Sometimes need to make certified copy 14) the term used to descrive the person who presides over a meeting16) Numbering Pages Be sure to number pages Signing and Approval The secretary of the corporation signs the minutes Minutes are presented at the next meeting for approval Once minutes are approve then signed by the chair Correction Signed minutes cannot be altered Error neatly struck out and corrections made in ink and initialled 18) Heading Sets out name of corporation, type of meeting and time and place of meeting Preparation Guide for Minutes Single or double space 1.5 left margin Use “Be It Resolved” or “It Was Resolved” in body Ending If meeting finished and no outstanding business then use the word “terminated” If meeting done but still outstanding business then use the word “adjourned” 21) Rules and regulations of the corporation. Some things set out in the by-laws are: Fiscal year-end; Procedures for calling and holding a meeting; Number, qualification, election and terms for directors; and Duties and authority for officers. Each by-law is given a number (ie. By-law #1, By-law #2, etc.) Made by the directors Confirmed, rejected or amended by the shareholders 23) profits or earnings of the corporation paid out to shareholders24) If first directors resign then directors must pass resolutions for the following: appoint permanent officers; approve transfer of shares from first directors if by-laws require directors approval; and any other matters. 25) Must be prepared and executed to conduct business Forms usually include: Banking resolution List of officers and directors Operation and verification account agreement Signature card for authorizing signing officer Usually just provide the office held who has authority to sign so don’t need to do a new banking resolution if the office changes 26) By-laws set out number of days’ notice Acts says minimum of 10 days for non-offering and minimum of 21 days for offering May be waived if set out in by-laws Cannot be more than 50 days’ notice Sent to address in corporate records Sets out time, place and nature of business Can be mailed or hand delivered If mailed, deemed received on 5th day 27) the summary of the business conducted at a meeting28) decisions made by directors or shareholders at a meeting
 

 

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