【正文】
in turn, delegates the day to day operations to officers. The directors and the officers prise the management of the corporation. The board of directors are responsible for making the policy of the pany, declaring dividends, proposing amendments to articles of incorporation and bylaws, proposing candidates for the board and removing officers. Officers are appointed by the board of directors pursuant to the bylaws and are responsible for implementing the policies of the board and for the oversight of the day to day operations of the business. Officers include a president, vice presidents, secretary, and treasurer. Shareholders i. mon shareholders and preferred shareholders ii. preferred shareholders are entitled to receive their dividends before mon shareholders. On dissolution, preferred shareholders are entitled to distributions of assets before mon shareholders. Common shareholders have voting rights whereas preferred stockholders normally can vote only on extraordinary matters. Dividends are portions of corporate earnings distributed to shareholders. A board maintains almost absolute discretion (判斷力) to declare or not declare dividends. Dividends may be in the form of cash or stock.