OK Bar Business Organizations 4

Question 1

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

Accepted Answer

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

Answer

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.

Question 2

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

Accepted Answer

No, cumulative voting requires an express provision in the articles

Answer

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

Question 3

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

Accepted 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

Answer

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.

Question 4

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

Accepted Answer

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

Answer

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.

Question 5

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

Accepted 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

Answer

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.

(OK Bar) Oklahoma Bar Exam Practice Test

(OK Bar) Oklahoma Bar Exam Practice Test

OK Bar Business Organizations 4