GHI Corporation, a California corporation, has a six-person board. At a regular board meeting, only two directors attend. No notice was sent to any of the directors. The two attending call directors Alice and Bob and put them on a conference call. The four talk about the corporation buying Blackacre and then all agree to a resolution for GHI to buy Blackacre from Third Party. The Bylaws of GHI state that an action of the board requires the consent of a majority of the directors present at a meeting, and that a quorum is a majority of the authorized directors.
Select one:
a. the purchase is authorized because a quorum was present and a majority of those present approved the action.
b. the purchase is not authorized, since all real estate transactions require shareholder approval
c. the purchase is not authorized because prior written notice must be sent to each director
d. the purchase is not authorized because a quorum was not present at the board meeting
e. Two of the above are correct.

Respuesta :

Answer:

a. the purchase is authorized because a quorum was present and a majority of those present approved the action.

Explanation:

going by the bye laws of GHI state, board action requires that majority of the members of the board are present and give consent in the meeting. here in this question, we have a 6 member board. Although only two of the board members are physically present, through conference call Alice and Bob increased the number to 2 when they joined in. Therefore the number of board members at this meeting is 4, then the requirement has been met. So since this 4 agreed to the purchase, it is authorized and valid since a quorum was present and a majority of them agreed to the action. option a is correct

The correct statement is a. the purchase is authorized because a quorum was present and, a majority of those present approved the action.

The quorum required by the Bylaws of GHI is for a majority of directors to be present, and in this case, four directors were present (two physically and two by conference call).

The Bylaws of GHI specify that every action of the directors should be supported by a majority present at a meeting. We can conclude that the purchase is authorized by the majority (100%).

Thus, the purchase of Blackacre by GHI is authorized.

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