问题 多项选择题

华胜股份有限公司于2006年召开董事会临时会议,董事长甲及乙、丙、丁、戊等共五位董事出席,董事会中其余4名成员未出席。董事会表决之前,丁因意见与众人不合,中途退席,但董事会经与会董事一致通过,最后仍作出决议。下列哪些选项是错误的

A.该决议有效,因其已由出席会议董事的过半数通过

B.该决议无效,因丁退席使董事的同意票不足全体董事表决票的1/2

C.该决议是否有效取决于公司股东会的最终意见

D.该决议是否有效取决于公司监事会的审查意见

答案

参考答案:A,C,D

解析: 董事会决议的效力
根据《公司法》第22条的规定,公司股东会或者股东大会、董事会的决议内容违反法律、行政法规的无效。股东会或者股东大会、董事会的会议召集程序、表决方式违反法律、行政法规或者公司章程,或者决议内容违反公司章程的,股东可以自决议作出之日起60日内,请求人民法院撤销。可见,董事会的决议内容违反法律或者行政法规强制性规定时无效;而董事会的决议内容违反公司章程规定,或者董事会决议的召集程序、表决方式违反了法律、行政法规或者公司章程的,则该决议可撤销。
《公司法》第112条规定:“董事会会议应有过半数的董事出席方可举行。董事会作出决议,必须经全体董事的过半数通过。董事会决议的表决,实行一人一票。”本题中,华胜股份有限公司共有9名董事,有5名董事参加董事会,虽然丁中途退席,但退席行为视为弃权,董事会的参加入数仍为5人,过半数,因此该会议的举行合法有效。但本题中董事会的决议仅有4名董事通过,违反了公司法对通过决议的最低董事人数的限制,这种限制不属于会议的召集程序、表决方式等程序性事项,而属于公司法对于董事会通过决议的最低人数的强制性实体规范,因此华胜公司只有4名董事通过的决议为无效决议,而非可撤销决议。故B项正确,而ACD项错误。

单项选择题

Generally speaking, a British is widely regarded as a quiet, shy and conservative person who is (1) only among those with whom he is acquainted. When a stranger is at present, he often seems nervous, even (2) . You have to take a commuter train any morning or evening to (3) the truth of this.

Serious-looking businessmen and women sit reading their newspapers or dozing in a corner; hardly anybody talks, since to do so would be considered quite (4) .

(5) , there is an unwritten but clearly understood code of behavior which, once broken, makes the offender immediately the object of (6) .

It has been known as a fact that a British has a (7) for the discussion of their weather and that, if given a chance, he will talk about it (8) .

Some people argue that it is because the British weather seldom (9) forecast and hence becomes a source of interest and (10) to everyone.

This may be so. (11) a British cannot have much (12) in the weathermen, who, after promising fine, sunny weather for the following day, are often proved wrong (13) a cloud over the Atlantic brings rainy weather to all districts! The man in the street seems to be as accurate — or as inaccurate — as the weathermen in his (14) .

Foreigners may be surprised at the number of references (15) weather that the British (16) to each other in the course of a single day. Very often conversational greetings are (17) by comments on the weather. “Nice day, isn’t it” “Beautiful!” may well be heard instead of “Good morning, how are you” Although the foreigner may consider this exaggerated and comic, it is (18) .pointing out that it could be used to his advantage. If he wants to start a conversation with a British but is at a loss to know (19) to begin, he could do well to mention the state of the weather. It is a safe subject which will (20) an answer from even the most reserved of the British.

2()

A.reserved

B.urgent

C.embarrassed

D.anxious

单项选择题 A1/A2型题