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Most commentators would likely agree that a corporation is owned by its stockholders and that management has a duty to maximize stockholder wealth.
The shareholders can usually remove a director by majority vote at a special meeting of shareholders, subject to the articles of the corporation, its by-laws, and any relevant terms of shareholder agreements.
Section 33-920. - Authority to transact business required. (a) A foreign corporation, other than an insurance, surety or indemnity company, may not transact business in this state until it obtains a certificate of authority from the Secretary of the State.
Directors: appointed by shareholders to oversee the management of the corporation. Officers: appointed by directors to manage the day-to-day activities of the company.