Can a company director simply appoint another company director? I found the following article in my company constitution: The directors of the company may appoint a person as a director of the company. The company must confirm such an appointment by resolution passed at a general meeting within 2 months after the appointment is made. If the company does not confirm the appointment, the person ceases to be a director of the company upon the expiration of 2 months after the appointment was made. Does this mean any director can appoint another director and that director can serve for 2 months without approval? Won't this provide avenue for a board coup? Meaning a director can simply elect directors to support him and make changes to the company constitution.
What you quoted does not say "a" director can appoint a director. It says "the directors", plural, can appoint a director. I assume that would be by a vote. Elsewhere in the document it might or might not be made clear if this requires only a majority and/or if this is only in cases to fill a vacancy.
It is not uncommon for a company to issue additional shares to shareholders instead of paying a cash dividend. This is known as a &quot;stock dividend&quot;. Such payment may (less commonly) be in shares of another, often related, company. If that is the source of the stock in question there is nothing illegal about it. Your broker should have a record of your transactions and whether any stock came from a stock dividend or some other source. Accordion to the Investopedia article on &quot;Stock Dividend&quot;: Also known as a &quot;scrip dividend,&quot; a stock dividend is a distribution of shares to existing shareholders in lieu of a cash dividend. This type of dividend may be made when a company wants to reward its investors but doesn't have the spare cash or wants to preserve its cash for other investments. Stock dividends have a tax advantage for the investor. The share dividend, like any stock share, is not taxed until the investor sells it unless the company offers the option of taking the dividend as cash or in stock. A stock dividend may require that the newly received shares are not to be sold for a certain period of time. This holding period on a stock dividend typically begins the day after it is purchased. Understanding the holding period is important for determining qualified dividend tax treatment. The Wikip[edia article &quot;Dividend&quot; says: Stock or scrip dividends are those paid out in the form of additional shares of the issuing corporation, or another corporation (such as its subsidiary corporation). They are usually issued in proportion to shares owned (for example, for every 100 shares of stock owned, a 5% stock dividend will yield 5 extra shares). (emphasis added) So dividends payed in the stock of another company are perfectly possible, although less common.
Normally, an employer can decide whether someone is allowed to go on leave or not. If someone has a covered disability, that must be accommodated, except to the extent that the disability makes the person unable to perform a bona fide job qualification that cannot be accommodated by any practical means. Employers have some latitude and discretion in evaluating this question and a doctor's opinion, while it is relevant evidence that an employer should consider, isn't binding on the employer. This is because physicians can differ in their opinions on a particular case, and because physicians don't necessarily know exactly what is and isn't necessary to perform a job satisfactorily. Business owners are entitled to decide what duties go with a job, and within reason, what kind of performance of those duties meets their standards. As the case summary linked to in the comments explains: "Counseling is a medical appointment and the determination as to whether it can be required for employment is dependent on whether it is “job related” and consistent with a “business necessity” as described in the ADA." Under the circumstances described in the question, it is likely that this requirement would be found to have been met. Also, an employer could place an employee on medical leave without requiring counseling or therapy as a requirement to return, so long as some other performance standard was established for the employee. On the other hand, the employer's discretion is not unlimited. If a judge or jury finds that an employee was clearly capable of performing the job in a satisfactory manner (e.g. by noting that the disabled employee outperforms many non-disabled employees in the same position who are not put on leave), then that finder of fact could conclude that the employer had engaged in illegal discrimination based upon disability, rather than legally exercising an employer's discretion. There are, inevitably, gray areas, and no one doctor's opinion is enough to resolve that question definitively.
It is certainly possible to incorporate companies with the same name in two different states. If neither company does business in the other person's state under that name, it isn't actionable for either company. If one company was already doing business under its name in a state where another company is formed under that name, it would usually be possible to force the new company to cease and desist from using that name, either with an action directed at the infringer and the Secretary of State (or other official charged with business incorporations in a state) of that state, or in an action directly against the infringer alone. Also, even if a trademark isn't formally registered, it can arise at common law simply through use of a name in a particular market in a particular place. This is harder to prove and the remedies for violating a common law trademark a more limited, but it is not entirely unenforceable.
Does this mistake make the agreement invalid? No. Having worked at that company for six years already, it will be extremely easy for the company to prove that you clearly knew with which entity you were entering the contract. That is what matters in contract law. Thus, the discrepancy of name in te contract is inconsequential. This is similar to what I explained in this other answer. Are employment agreements for employees valid for share holders and officers of the company or should there have been a different one. In the U.S., there is no prohibition to that effect. What matters is that the parties' rights and obligations are stated and accepted with reasonable clarity.
No As the official Rules Of The Senate say in section VI (Quorum): A quorum shall consist of a majority of the Senators duly chosen and sworn. No Senator shall absent himself from the service of the Senate without leave. If, at any time during the daily sessions of the Senate, a question shall be raised by any Senator as to the presence of a quorum, the Presiding Officer shall forthwith direct the Secretary to call the roll and shall announce the result, and these proceedings shall be without debate. Whenever upon such roll call it shall be ascertained that a quorum is not present, a majority of the Senators present may direct the Sergeant at Arms to request, and, when necessary, to compel the attendance of the absent Senators, which order shall be determined without debate; and pending its execution, and until a quorum shall be present, no debate nor motion, except to adjourn, or to recess pursuant to a previous order entered by unanimous consent, shall be in order. Thus there must be a majority of the US Senate, that is at least 51 Senators, present to do any business, and in particular to pass any bill or resolution. The scenario described in the question, where less than a majority can control the action of the Senate, thus cannot occur. MY understanding is that when any Senator rises to question whether a quorum is present, in addition to the reading of the names on the Senate floor, lights flash indicating a quorum call in the office of each Senator, and if the Senator is present and did not expect a business session, that Senator would be likely to get to the floor, and if the senator is not in the office but even one staff member is, that staffer would be very likely to call the Senator wherever s/he might be. Moreover, section VII of the Rules provides that: Until the morning business shall have been concluded, and so announced from the Chair, or until one hour after the Senate convenes at the beginning of a new legislative day, no motion to proceed to the consideration of any bill, resolution, report of a committee, or other subject upon the Calendar shall be entertained by the Presiding Officer, unless by unanimous consent: Provided, however, That on Mondays which are the beginning of a legislative day the Calendar shall be called under rule VIII, and until two hours after the Senate convenes no motion shall be entertained to proceed to the consideration of any bill, resolution, or other subject upon the Calendar except the motion to continue the consideration of a bill, resolution, or other subject against objection as provided in rule VIII, or until the call of the Calendar has been completed. This ensures that the Senate cannot simply take up a bill the moment it convenes. Moreover, there is a public Legislative Calander. This calendar: Displays time and date the Senate is next scheduled to convene The CRS report &quot;The Senate’s Calendar of Business&quot; says in relevant part: The Senate’s Calendar of Business lists bills, resolutions, and other items of legislative business that are eligible for floor consideration. When a Senate committee reports a bill, it is said to be placed “on the calendar.” It is not in order for the majority leader or any other Senator to move that the Senate proceed to the consideration of a measure that is not on the calendar, though the majority leader could ask unanimous consent to do so. ... The Senate’s other calendar, the Executive Calendar, lists treaties and nominations—which constitute the Senate’s executive business—that are available for floor action. Both of these documents are published each day the Senate is in session and distributed to Senators’ personal offices and to all committee and subcommittee offices. ... The front cover of the Calendar of Business gives the dates on which each session of the current Congress convened and adjourned sine die and the number of days the Senate actually has met during each session. It also shows the date and time at which the Senate is next scheduled to convene. ... Also included in the Calendar of Business are the following: calendars for the current month and year, showing the days on which the Senate met and the anticipated dates of future nonlegislative periods; ... &quot;bills and joint resolutions read the first time” and awaiting the start of the next legislative day when they will be read by title for a second time; after this second reading, each such measure probably will be placed directly on the calendar under the provisions of Rule XIV instead of being referred to committee. Note that this means that no bill can be acted on on the same day that it is introduced, and every Senator's office is notified of bills that had a first reading. Thus no bills can be snuck in and acted on without every Senator having notice that the bill is coming up. Also, as I understand it, a Senate meeting cannot be scheduled without notice of the date having been given in the Calendar, or else to every Senator's office. So the sort of &quot;private Calendar&quot; and &quot;private meeting&quot; suggested in the question would not work, unless the rules are first changed.
As the sole director and shareholder, the cleanest approach is to pay the invoice from the company account as if it were issued to the company's name. This way, you don't need to keep records (such as a director's loan account) to explain why the company is claiming a deduction for expenses paid from your personal account, and you are not paying income tax on the reimbursement. The problem with this approach, and the reason why larger companies don't use it, is that you now need to be able to prove that the invoice relates to a legitimate business expense. For a one-person company, that will usually be pretty obvious from the nature of the expenses and if not, you'll remember what happened, but this does not scale up for businesses with employees claiming reimbursement.
What does it accomplish? It guarantees that all corporations doing business in New York can be served. (A company's having an agent for the service of process does not prohibit people from serving the corporation directly. The secretary may be "the agent upon which process may be served" but is not "the sole agent upon which process must be served." And besides, process need not be served on an agent; it can be served on the company itself, at its office or on one of its officers.) With this requirement, New York makes it impossible for a company to avoid service of process by closing or moving its offices, by sending its officers and employees out of state, or by making itself unavailable by any means. No matter what steps a company might take to avoid service of process, the process server can always resort to serving the company's agent: the Secretary of State.