Business Organizations Flashcards

Under Oklahoma law, what is the default rule regarding a member's right to dissociate from an LLC?

Answer: A member may dissociate at any time by giving notice to the LLC

Under the Oklahoma Limited Liability Company Act, a member has the power to dissociate at any time by giving written notice, though the dissociation may be wrongful and trigger liability.

A corporation's articles of incorporation are silent on cumulative voting. Under Oklahoma law, do shareholders have cumulative voting rights in director elections?

Answer: No, cumulative voting requires an express provision in the articles

Under the Oklahoma General Corporation Act, cumulative voting is not a default right and must be expressly authorized in the articles of incorporation.

Which of the following best describes the 'business judgment rule' as applied in Oklahoma?

Answer: Courts will defer to directors' decisions made in good faith, on an informed basis, and in the honest belief the action was in the corporation's best interest

Oklahoma courts apply the business judgment rule to protect directors from liability when they act in good faith, on an informed basis, and with a rational belief the action serves the corporation's interests.

Under the Oklahoma Revised Uniform Partnership Act, when is a partner personally liable for a tort committed by another partner?

Answer: When the tort was committed in the ordinary course of partnership business or with authority of the partnership

Under ORUPA, the partnership and each partner are jointly and severally liable for loss caused by a partner acting in the ordinary course of business or with partnership authority.

An Oklahoma corporation wishes to amend its articles of incorporation. Which of the following correctly states the required procedure?

Answer: The board must recommend the amendment and shareholders must approve by a majority of shares entitled to vote, unless a greater vote is required

Under the Oklahoma General Corporation Act, amending articles requires a board recommendation followed by approval by a majority of shares entitled to vote, unless the articles require a higher threshold.

In a limited partnership under Oklahoma law, which of the following actions by a limited partner would most likely result in liability as a general partner?

Answer: Taking control of or participating in the management and control of the business

Under Oklahoma's Revised Uniform Limited Partnership Act, a limited partner who participates in control of the business may become liable as a general partner to persons who reasonably believed them to be a general partner.

XYZ Corp. is incorporated in Delaware but conducts all its business in Oklahoma. Under Oklahoma law, XYZ Corp. is considered a:

Answer: Foreign corporation required to obtain a certificate of authority to transact business in Oklahoma

A corporation incorporated in another state is a foreign corporation in Oklahoma and must obtain a certificate of authority before transacting business within the state.