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Outline
- Authority to
bind corporation
- Actual
authority
- arises
from internal relations / from perspective of
corporate actors
- express
- board
action: meeting rule
- proof:
board minutes, resolutions,
secretary's certification
- implied
- inferences
from express authority
- acquiescence:
course of conduct
- Apparent
authority
- arises
from external relations / from perspective of outside
party / regardless of actual authority
- reason
for inferring authority: corporation-created
appearances
- who
must protect against renegade agent?
- extraordinary:
burden on outsiders
- ordinary:
burden on insider
- Compare to
inherent authority
- Formalities of
board action
- one vote /
no proxy voting
- notice and
quorum
- "meeting
rule"
- promote
collegial decison-making
- exception:
unanimous consent
- exception:
all shareholders / majority of directors at Shs
meeting
- majority
voting
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Daily
Thoughts
LA Times - June 1
1998.
In California, more
than 600 soon-to-be lawyers were taking the State Bar exams in
the Pasadena Convention Center when a 50 year old man taking the
test suffered a heart attack. Only two of the 600 test takers,
John Leslie and Eunice Morgan, stopped to help the man. They
administered CPR until paramedics arrived, then resumed taking
the exam. Citing policy,the test supervisor refused to allow the
two additional time to make up for the 40 minutes they spent
helping the victim. Jerome Braun, the state Bar's senior
executive for admissions, backed the decision stating "If
these two want to be lawyers, they should learn a lesson about
priorities."
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