问题 多项选择题

某股份有限公司董事会有董事9名。该公司召开董事会会议,下列情况下哪些违反了《公司法》的规定

A.会议记录记载的出席董事为5人,实际到会4人(其中一人提交了另一名因故不能到会的董事出示的代为行使表决权的委托书)

B.会议通过了公司适当减少注册资本的决议

C.会议通过了解聘公司现任经理的决议,并由副董事长和记录员在记录上签名

D.会议的所有决议事项均载人会议记录,由董事长和记录员在记录上签名

答案

参考答案:B,C,D

解析:[考点] 董事会会议
依《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。该法第113条第1款规定,董事因故不能出席,可以书面委托其他董事代为出席,委托书中应载明授权范围。A选项合法。根据第100条规定可知,股份有限公司股东大会职权与有限责任公司股东会职权相同,其中包括第38条规定的“对公司增加或者减少注册资本作出决议”,因此B选项并非董事会决议范围。该法第113条第2款规定:董事会应当对会议所议事项的决定作成会议记录,出席会议的董事应当在会议记录上签名。因此C、D选项不合法。

单项选择题

American Museum of Natural History is one of the largest natural and historic museums in the world and one of the main natural history research and education centres in the United States, set up in 1869 and located in the west of the Central Park, Manhattan District, New York. It (1) 7 hectares in its total area, (2) classical types of buildings. The (3) of ancient creatures and humanity is (4) the first place of all the museums in the world, (5) the representative samples from South America, Africa, Europe, Asia and Australia were collected, besides those from the (6) country, the United States.

In the museum, there are five kinds of exhibits, including astronomy, mineralogy, human history, and animals in the (7) times and those in modern times. There are thirty-eight exhibition halls with different (8) from 500 to 1,500 square metres. Besides these, there is a Roosevelt Memorial Hall in (9) of President Roosevelt who supported the (10) of the museum, which is also used to have a special exhibition, showing the new important (11) on natural sciences and (12) affairs and social problems, and special topics connected closely with the life of the citizens. Besides this, it is also used for avocation (13) to have all kinds of scientific activities in the laboratories, centres of natural science and centres for citizens. There are more than 10 (14) research departments mainly (15) for collection of samples, research and work of publication.

In the museum, there are (16) and sub-libraries of Aulspond ancient amniote, with about 300 thousand books and magazines (17) natural history, many of (18) are very valuable monographs for the first edition. It has published many expert books and magazines, and a large number of propaganda materials, (19) which are the two magazines, Natural History and Members of Museum that have the biggest (20) of their magazines.

10()

A.cause

B.fate

C.property

D.fortune

填空题