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as secretary, had no responsibility for the day-to-day management
and operations of Chicken Bar, including the Chicken Bar
restaurant.7
Sometime during 1994, Chicken Bar hired a general manager
6(...continued)
and control of the business and affairs of the corporation. * * *
He shall have the general powers and duties of management usually
vested in the office of President of a corporation”.
7Article III of the bylaws of Chicken Bar provided in
pertinent part:
Section 4. SECRETARY
(a) The Secretary shall keep or cause to be kept
at the principal office or such other place as the
Board of Directors may order, a book of minutes of all
meetings of directors and shareholders showing the time
and place of the meeting, whether it was required by
the Bylaws of the corporation, how authorized, the
notice given, the names of those present at Directors’
meetings and the proceedings thereof.
(b) The Secretary shall keep or cause to be kept
at the principal office of the corporation’s transfer
stock agent, a share register, or a duplicate share
register, showing the names of the shareholders and
their addresses, the number of shares held by each, the
numbers and dates of certificates issued for such
shares, and the number and date of cancellation of each
certificate surrendered for cancellation.
(c) The Secretary shall give or cause to be given
such notice of the meetings of the shareholders and of
the Board of Directors as is required by the Bylaws,
and shall have such other powers and perform such other
duties as may be prescribed by the Board of Directors
or Bylaws.
(d) The Secretary shall be responsible for the funds
of the corporation, and have payments made only on the check
of the corporation signed in the manner authorized by the
Board of Directors.
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Last modified: May 25, 2011