Carter Nursing Center in Plains, Georgiaa hospital where his mother was employed as a registered nurse. Carter was the first U. Carter is a descendant of English immigrant Thomas Carter, who settled in Virginia in Numerous generations of Carters lived as cotton farmers in Georgia.
What rules or guidelines should govern the conduct of directors at directors' meetings or stockholders at stockholders' meetings? In the Bank situation, having a standard set of rules to govern the conduct of stockholders meetings, which were adopted in advance and were uniformly applied from meeting to meeting, might have helped to ensure a fair meeting and may have avoided litigation.
No set of uniform rules, however, exists today. Commentators uniformly explain that rules of parliamentary procedure, such as Roberts' Rules of Order, should not govern the conduct of stockholders' and directors' meetings.
These commentators, however, suggest no alternative. Instead, the only direction they give is that the chair is obligated to conduct stockholders' meetings in a manner that is fair to the stockholders.
See, for example, Young v. Roberts' Rules are viewed as inappropriate for several reasons. First, Roberts' and other rules of parliamentary procedure are so complicated that a typical stockholder is unlikely to understand, or become well versed in, their operation.
Second, in order to run stockholders' meetings properly with parliamentary rules, corporations would be required to hire parliamentarians. Finally, and most important, Roberts' Rules were designed for deliberative assemblies in which each member has an equal vote.
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As a consequence, Roberts' Rules are not well suited to stockholders' meetings where each person's opinion or vote has a different weight depending on the number of shares that person owns.
Moreover, Roberts' Rules are especially not well suited to situations in which management has already solicited proxies sufficient to control the outcome of all decisions being made at the meeting.
Can directors contractually agree in advance of a board meeting how to vote on a particular matter? Although the family members in the Food Co. There appear to be no cases on this issue. There is, however, ample support for the proposition that each director owes a fiduciary duty to the corporation, and that that duty includes the obligation to make a fully informed decision.
Thus, each director must vote on corporate decisions based on the facts and circumstances as they exist at the time the decision is made. While a director may believe that a particular decision is in the best interests of the corporation at the time he or she enters into an agreement, the facts or circumstances on which that director's judgment is based may change between the time of the agreement and the time the director is called on to vote on the matter.
Can directors vote by proxy? Like contractual ageements on voting, there appears to be no case law on this issue. This question is, however, one of the few on which there appears to be a consensus.
Commentators and lawyers generally agree that directors should not be permitted to vote by proxy.
Franklin Balotti and Jesse A. Directors' proxies are presumed to be invalid and should not be accepted. Again, each director has an obligation to make a fully informed decision.
Consequently, a director cannot delegate his or her voting power, even to another director, and adequately fulfill that duty. Each director must be present at the meeting to hear and consider management presentations and the views of the other directors.
Does a director have a right to have his or her lawyer or the corporation's lawyer present at a directors' meeting? Another issue hotly fought over in the Food Co. This is among the few propositions for which there is some, albeit scant, case law.
At least one court has stated that the general rule is that directors are entitled, absent unique or extreme circumstances, to have counsel present at board meetings. See Salama - Dindings Plantations Ltd. Ironically, under the somewhat unique circumstances of Salama - Dindings, a bylaw provision restricting lawyers from attending was upheld.
At least one commentator, however, has suggested that the chair or the directors as a group may exclude others from attending, and that this extends to the personal lawyers of the directors. Does a stockholder have the right to have his or her lawyer present at a stockholders' meeting?Robin M.
Diedrich, CPA, CFA, CFP® Diedrich has been a televised guest on the Nightly Business Report, Bloomberg and CNBC. She also has been quoted in Forbes, FORTUNE, The Wall Street Journal, Barron’s and Investor’s Business Daily.
a Chartered Financial Analyst in , and a CERTIFIED FINANCIAL PLANNER™ in Diedrich is a. Watch video · Report on anti-smoking campaign and the cigarette industry. Notes tobacco growers dilemma. Report on the relationship between television industry and the tobacco industry. Play, streaming, watch and download Nightly Business Report- August 22, video (), you can convert to mp4, 3gp, m4a for free.
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