1. Rice is a promoter of a corporation to be known as Dex Corp. On January 1, 1985, Rice signed a nine- month contract with Roe, a CPA, which provided that Roe would perform certain accounting services for Dex. Rice did not disclose to Roe that Dex had not been formed. Prior to the incorporation of Dex on February 1, 1985, Roe rendered accounting services pursuant to the contract. After rendering accounting services for an additional period of six months pursuant to the contract, Roe was discharged without cause by the board of directors of Dex. In the absence of any agreements to the contrary, who will be liable to Roe for breach of contract? a. Both Rice and Dex, b. Rice only. c. Dex only. d. Neither Rice nor Dex. Which of the following facts isare) generally included in a corporation's articles of incorporation? Name of Number of registered authorized agent shares a. Yes Yes b. Yes No C. No Yes d. No No 6. Under the Revised Model Business Corporation Act, which of the following statements regarding a corporation's bylaws is(are) correct? 1. A corporation's initial bylaws shall be adopted by either the incorporators or the board of directors. II. A corporation's bylaws are contained in the articles of incorporation. a. I only II only Both I and II. d. Neither I nor II. 2. Which of the following provisions must a for- profit-corporation include in its Articles of Incorporation to obtain a corporate charter? I. Provision for issuance of voting stock. II. Name of the corporation. a. I only. b. II only. c. Both I and II. d. Neither I nor II. 7. Which of the following statements best describes an advantage of the corporate form of doing business? a. Day to day management is strictly the responsibility of the directors. b. Ownership is contractually restricted and is not transferable. The operation of the business may continue indefinitely d. The business is free from state regulation. 3. Under the Revised Model Business Corporation Act, which of the following must be contained in a corporation's articles of incorporation? a. Quorum voting requirements. b. Names of stockholders. c. Provisions for issuance of par and non-par shares. d. The number of shares the corporation is authorized to issue. 4. Absent a specific provision in its articles of incorporation, a corporation's board of directors has the power to do all of the following, except a. Repeal the bylaws. b. Declare dividends. c. Fix compensation of directors. d. Amend the articles of incorporation 8. Destiny Manufacturing, Inc., is incorporated under the laws of Nevada. Its principal place of business is in California and it has permanent sales offices in several other states. Under the circumstances, which of the following is correct? a. California may validly demand that Destiny incorporate under the laws of the state of California. b. Destiny must obtain a certificate of authority to transact business in California and the other states in which it does business. c. Destiny is a foreign corporation in California, but not in the other states. d. California may prevent Destiny from operating as a corporation if the laws of California differ regarding organization and conduct of the corporation's internal affairs
