上海交通大学：《投资创业与民商法文化》教学资源_商事主体专题拓展资料_美国示范公司法.pdf_P16-P20

MODEL BUSINESS CORPORATION ACT 2000/01/02 Supplement,3 Edition 2003 by the American Bar Foundation These files are provided for educational and informational use only,and are not to be promulgated for any other purpose.Nothing contained herein is to be considered as the rendering of legal advice for specific cases,and readers are responsible for obtaining such advice from their own legal counsel.Any persons wishing to reprint these files in part or whole must obtain permission from the Manager,Copyrights and Licensing,American Bar Association,at 312-988-6102. “shareholder,.”see§§7.40&13.01. "statutory close corporation,"see Model Statutory Close Corporation Supplement “survivor,”seeS11.0l time of commitment,"see§8.60， §1.41.NOTICE (a)Notice under this Act must be in writing unless oral notice is reasonable under the circumstances. Notice by electronic transmission is written notice. (b)Notice may be communicated in person;by mail or other method of delivery;or by telephone, voice mail or other electronic means.If these forms of personal notice are impracticable,notice may be communicated by a newspaper of general circulation in the area where published,or by radio, television,or other form of public broadcast communication. (c)Written notice by a domestic or foreign corporation to its shareholder,if in a comprehensible form, is effective(i)upon deposit in the United States mail,if mailed postpaid and correctly addressed to the shareholder's address shown in the corporation's current record of shareholders,or(ii)when electronically transmitted to the shareholder in a manner authorized by the shareholder. (d)Written notice to a domestic or foreign corporation(authorized to transact business in this state) may be addressed to its registered agent at its registered office or to the corporation or its secretary at its principal office shown in its most recent annual report or,in the case of a foreign corporation that has not yet delivered an annual report,in its application for a certificate of authority (e)Except as provided in subsection(c),written notice,if in a comprehensible form,is effective at the earliest of the following: (1)when received; (2)five days after its deposit in the United States Mail,if mailed postpaid and correctly addressed; (3)on the date shown on the return receipt,if sent by registered or certified mail,return receipt requested,and the receipt is signed by or on behalf of the addressee. (f)Oral notice is effective when communicated,if communicated in a comprehensible manner. (g)If this Act prescribes notice requirements for particular circumstances,those requirements govern If articles of incorporation or bylaws prescribe notice requirements,not inconsistent with this section or other provisions of this Act,those requirements govern. CROSS-REFERENCES Annual report,see 16.21. Application for certificate of authority,see 15.03. “Deliver,”see§1.40. c“Electronic transmission,”see§1.40. 16

MODEL BUSINESS CORPORATION ACT 2000/01/02 Supplement, 3rd Edition © 2003 by the American Bar Foundation These files are provided for educational and informational use only, and are not to be promulgated for any other purpose. Nothing contained herein is to be considered as the rendering of legal advice for specific cases, and readers are responsible for obtaining such advice from their own legal counsel. Any persons wishing to reprint these files in part or whole must obtain permission from the Manager, Copyrights and Licensing, American Bar Association, at 312-988-6102. 16 “shareholder,” see §§ 7.40 & 13.01. “statutory close corporation,” see Model Statutory Close Corporation Supplement. “survivor,” see § 11.01. “time of commitment,” see § 8.60. § 1.41. NOTICE (a) Notice under this Act must be in writing unless oral notice is reasonable under the circumstances. Notice by electronic transmission is written notice. (b) Notice may be communicated in person; by mail or other method of delivery; or by telephone, voice mail or other electronic means. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published, or by radio, television, or other form of public broadcast communication. (c) Written notice by a domestic or foreign corporation to its shareholder, if in a comprehensible form, is effective (i) upon deposit in the United States mail, if mailed postpaid and correctly addressed to the shareholder’s address shown in the corporation’s current record of shareholders, or (ii) when electronically transmitted to the shareholder in a manner authorized by the shareholder. (d) Written notice to a domestic or foreign corporation (authorized to transact business in this state) may be addressed to its registered agent at its registered office or to the corporation or its secretary at its principal office shown in its most recent annual report or, in the case of a foreign corporation that has not yet delivered an annual report, in its application for a certificate of authority. (e) Except as provided in subsection (c), written notice, if in a comprehensible form, is effective at the earliest of the following: (1) when received; (2) five days after its deposit in the United States Mail, if mailed postpaid and correctly addressed; (3) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee. (f) Oral notice is effective when communicated, if communicated in a comprehensible manner. (g) If this Act prescribes notice requirements for particular circumstances, those requirements govern. If articles of incorporation or bylaws prescribe notice requirements, not inconsistent with this section or other provisions of this Act, those requirements govern. CROSS-REFERENCES Annual report, see § 16.21. Application for certificate of authority, see § 15.03. “Deliver,” see § 1.40. “Electronic transmission,” see § 1.40

MODEL BUSINESS CORPORATION ACT 2000/01/02 Supplement,3 Edition 2003 by the American Bar Foundation These files are provided for educational and informational use only,and are not to be promulgated for any other purpose.Nothing contained herein is to be considered as the rendering of legal advice for specific cases,and readers are responsible for obtaining such advice from their own legal counsel.Any persons wishing to reprint these files in part or whole must obtain permission from the Manager,Copyrights and Licensing,American Bar Association,at 312-988-6102. (b)The articles of incorporation may set forth: (1)the names and addresses of the individuals who are to serve as the initial directors; (2)provisions not inconsistent with law regarding: (i)the purpose or purposes for which the corporation is organized; (ii)managing the business and regulating the affairs of the corporation; (iii)defining,limiting,and regulating the powers of the corporation,its board of directors,and shareholders; (iv)a par value for authorized shares or classes of shares; (v)the imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions; (3)any provision that under this Act is required or permitted to be set forth in the bylaws; (4)a provision eliminating or limiting the liability of a director to the corporation or its shareholders for money damages for any action taken,or any failure to take any action,as a director, except liability for(A)the amount of a financial benefit received by a director to which he is not entitled;(B)an intentional infliction of harm on the corporation or the shareholders;(C)a violation of section 8.33;or(D)an intentional violation of criminal law;and (5)a provision permitting or making obligatory indemnification of a director for liability(as defined in section 8.50(5))to any person for any action taken,or any failure to take any action,as a director,except liability for(A)receipt of a financial benefit to which he is not entitled,(B)an intentional infliction of harm on the corporation or its shareholders,(C)a violation of section 8.33,or (D)an intentional violation of criminal law. (c)The articles of incorporation need not set forth any of the corporate powers enumerated in this Act. (d)Provisions of the articles of incorporation may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with section 1.20(k). CROSS-REFERENCES Amendment of articles,see ch.10A. Bylaws,.see§§2.06,2.07，ch.10B. Close corporations,see Model Statutory Close Corporation Supplement. Conflict of interest,see ch.8F. Duration of corporate existence,see 3.02. Filing fees,see§1.22 Filing requirements,see 1.20. Incorporators,see 2.01. Indemnification,see ch.8E "Liability"defined,see $8.50(5). Liability of shareholders,see 6.22 Powers,see§3.02 Professional corporations,see Model Professional Corporation Supplement. Purposes,.see§3.01. Restated articles,see 10.07. Share classes,see 6.01. 19

MODEL BUSINESS CORPORATION ACT 2000/01/02 Supplement, 3rd Edition © 2003 by the American Bar Foundation These files are provided for educational and informational use only, and are not to be promulgated for any other purpose. Nothing contained herein is to be considered as the rendering of legal advice for specific cases, and readers are responsible for obtaining such advice from their own legal counsel. Any persons wishing to reprint these files in part or whole must obtain permission from the Manager, Copyrights and Licensing, American Bar Association, at 312-988-6102. 19 (b) The articles of incorporation may set forth: (1) the names and addresses of the individuals who are to serve as the initial directors; (2) provisions not inconsistent with law regarding: (i) the purpose or purposes for which the corporation is organized; (ii) managing the business and regulating the affairs of the corporation; (iii) defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders; (iv) a par value for authorized shares or classes of shares; (v) the imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions; (3) any provision that under this Act is required or permitted to be set forth in the bylaws; (4) a provision eliminating or limiting the liability of a director to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director, except liability for (A) the amount of a financial benefit received by a director to which he is not entitled; (B) an intentional infliction of harm on the corporation or the shareholders; (C) a violation of section 8.33; or (D) an intentional violation of criminal law; and (5) a provision permitting or making obligatory indemnification of a director for liability (as defined in section 8.50(5)) to any person for any action taken, or any failure to take any action, as a director, except liability for (A) receipt of a financial benefit to which he is not entitled, (B) an intentional infliction of harm on the corporation or its shareholders, (C) a violation of section 8.33, or (D) an intentional violation of criminal law. (c) The articles of incorporation need not set forth any of the corporate powers enumerated in this Act. (d) Provisions of the articles of incorporation may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with section 1.20(k). CROSS-REFERENCES Amendment of articles, see ch. 10A. Bylaws, see §§ 2.06, 2.07, ch. 10B. Close corporations, see Model Statutory Close Corporation Supplement. Conflict of interest, see ch. 8F. Duration of corporate existence, see § 3.02. Filing fees, see § 1.22. Filing requirements, see § 1.20. Incorporators, see § 2.01. Indemnification, see ch. 8E. “Liability” defined, see § 8.50(5). Liability of shareholders, see § 6.22. Powers, see § 3.02. Professional corporations, see Model Professional Corporation Supplement. Purposes, see § 3.01. Restated articles, see § 10.07. Share classes, see § 6.01

MODEL BUSINESS CORPORATION ACT 2000/01/02 Supplement,3 Edition 2003 by the American Bar Foundation These files are provided for educational and informational use only,and are not to be promulgated for any other purpose.Nothing contained herein is to be considered as the rendering of legal advice for specific cases,and readers are responsible for obtaining such advice from their own legal counsel.Any persons wishing to reprint these files in part or whole must obtain permission from the Manager,Copyrights and Licensing,American Bar Association,at 312-988-6102. 2.03.INCORPORATION (a)Unless a delayed effective date is specified,the corporate existence begins when the articles of incorporation are filed. (b)The secretary of state's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation. CROSS-REFERENCES Corporations de facto,see 2.04 Dissolution,see ch.14. Duration,see§3.02. Effective time and date of filing,see 1.23. Filing fees,see 1.22. Filing requirements,see 1.20. Secretary of state's filing duty,see 1.25 2.04.LIABILITY FOR PREINCORPORATION TRANSACTIONS All persons purporting to act as or on behalf of a corporation,knowing there was no incorporation under this Act,are jointly and severally liable for all liabilities created while so acting. CROSS-REFERENCES Incorporation,see 2.03. Person'”defined,.see§1.40. 2.05.ORGANIZATION OF CORPORATION (a)After incorporation: (1)if initial directors are named in the articles of incorporation,the initial directors shall hold an organizational meeting,at the call of a majority of the directors,to complete the organization of the corporation by appointing officers,adopting bylaws,and carrying on any other business brought before the meeting; (2)if initial directors are not named in the articles,the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators: (i)to elect directors and complete the organization of the corporation;or (ii)to elect a board of directors who shall complete the organization of the corporation. (b)Action required or permitted by this Act to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator. 20

MODEL BUSINESS CORPORATION ACT 2000/01/02 Supplement, 3rd Edition © 2003 by the American Bar Foundation These files are provided for educational and informational use only, and are not to be promulgated for any other purpose. Nothing contained herein is to be considered as the rendering of legal advice for specific cases, and readers are responsible for obtaining such advice from their own legal counsel. Any persons wishing to reprint these files in part or whole must obtain permission from the Manager, Copyrights and Licensing, American Bar Association, at 312-988-6102. 20 § 2.03. INCORPORATION (a) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed. (b) The secretary of state’s filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation. CROSS-REFERENCES Corporations de facto, see § 2.04. Dissolution, see ch. 14. Duration, see § 3.02. Effective time and date of filing, see § 1.23. Filing fees, see § 1.22. Filing requirements, see § 1.20. Secretary of state’s filing duty, see § 1.25. § 2.04. LIABILITY FOR PREINCORPORATION TRANSACTIONS All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this Act, are jointly and severally liable for all liabilities created while so acting. CROSS-REFERENCES Incorporation, see § 2.03. “Person” defined, see § 1.40. § 2.05. ORGANIZATION OF CORPORATION (a) After incorporation: (1) if initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting; (2) if initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators: (i) to elect directors and complete the organization of the corporation; or (ii) to elect a board of directors who shall complete the organization of the corporation. (b) Action required or permitted by this Act to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator