Education has called shotgun once again, but my creative author spirit, albeit sulking in the rear passenger seat, cannot be defeated! My Business Organizations instructor challenged the class to come up with a creative way to recap the chapter we just read on corporate organization. He jokingly suggested writing an epic poem. Challenge accepted.
Directors are elected
By shareholders of the biz
But they can delegate to
Someone else who is a whiz
They owe a special duty
To the business and they can
Be liable for breaches
And their unauthorized acts
If they are employees
They don’t get extra pay
But directors who don’t work there
Do get paid for meeting days
Their terms may be staggered
So when it’s time to re-elect,
They don’t have to start over,
A whole new board isn’t picked
The meetings are important,
A quorum must be met
But votes may now be counted
On the phone or from the ‘net
The board keeps corporate minutes
In a corporate minute book
In case a corporate officer
Ever wants to have a look
Officers are agents
Who get elected by directors
A CEO, a treasurer,
Or VP of some sector
A shareholder owns stock
And may have pre-emptive rights
To buy more shares of stock
Before the public sets their sights
Shareholders have meetings, too,
At least once every year
For an action to be taken,
A quorum must be present here
They may vote by a proxy
Or unanimous consent
On things like new directors
Or a bylaw amendment
A shareholder agreement
May be made upon a death
To offer an assurance
Of who the stock stays with
A lawsuit may be brought
By a shareholder or class
For breach or torts or voting rights
…So cover your corporate ass(ets)!