Director Nominee G
Candidate G is a local restaurant owner. Candidate G has recently entered into a two-year lease
with Murray Rentals, Inc. for a property located on Main Street in Murray. Candidate G is
Distribute the Following for Part 2 to the Respective Director Candidates
Director Candidate A
Murray Rentals, Inc. is a new, privately-held company that owns and operates buildings for
commercial lease and apartments and homes for residential lease in western Kentucky. The
residential leases range from executive home rentals on two major lakes to college apartments,
including one of the largest collegiate rentals, Racer Place. The CEO of Murray Rentals, Inc.
will serve as a member of the board.
You recently learned that Murray Rentals, Inc. is considering you for a board position. You are
flattered by the opportunity but are wondering about the time commitment involved. You would
definitely be willing to serve on the board as long as it doesn’t impair your ability to do your job
at the bank.
Director Candidate B
Murray Rentals, Inc. is a new, privately-held company that owns and operates buildings for
commercial lease and apartments and homes for residential lease in western Kentucky. The
You own your own real estate agency and have been a local real estate agent for over 30 years.
Your company closed over $8 million dollars in sales last year. You supervise a staff of 15
people. Your company rarely brokers real estate leases but occasionally has become involved in
high-level commercial sale-leasebacks and residential leases for “high-powered” clientele.
Director Candidate C
Murray Rentals, Inc. is a new, privately-held company that owns and operates buildings for
commercial lease and apartments and homes for residential lease in western Kentucky. The
residential leases range from executive home rentals on two major lakes to college apartments,
including one of the largest collegiate rentals, Racer Place. The CEO of Murray Rentals, Inc.
will serve as a member of the board.
Director Candidate D
Murray Rentals, Inc. is a new, privately-held company that owns and operates buildings for
commercial lease and apartments and homes for residential lease in western Kentucky. The
residential leases range from executive home rentals on two major lakes to college apartments,
including one of the largest collegiate rentals, Racer Place. The CEO of Murray Rentals, Inc.
will serve as a member of the board.
Director Candidate E
Murray Rentals, Inc. is a new, privately-held company that owns and operates buildings for
commercial lease and apartments and homes for residential lease in western Kentucky. The
residential leases range from executive home rentals on two major lakes to college apartments,
including one of the largest collegiate rentals, Racer Place. The CEO of Murray Rentals, Inc.
will serve as a member of the board.
Director Candidate F
Murray Rentals, Inc. is a new, privately-held company that owns and operates buildings for
commercial lease and apartments and homes for residential lease in western Kentucky. The
residential leases range from executive home rentals on two major lakes to college apartments,
including one of the largest collegiate rentals, Racer Place. The CEO of Murray Rentals, Inc.
will serve as a member of the board.
Director Candidate G
Murray Rentals, Inc. is a new, privately-held company that owns and operates buildings for
commercial lease and apartments and homes for residential lease in western Kentucky. The
residential leases range from executive home rentals on two major lakes to college apartments,
including one of the largest collegiate rentals, Racer Place. The CEO of Murray Rentals, Inc.
will serve as a member of the board.
You are a local restaurant owner. You have recently entered into a two-year lease with Murray
Rentals, Inc. for a property located on Main Street. You are pleased with the space so far, but
would move at the end of the two-year lease if you could find a better deal or if you are unable to
negotiate favorable terms with the company.
enhances your own profitability and that service on this type of board could help you keep your
finger on the pulse of the local economy.
Distribute the Following for Part 3 to the Respective Participants
Note to the Instructor: Students should conduct a simulated board meeting based on their
respective roles (as provided below). This section assumes that each director candidate was
The CEO
You serve on the board of directors for Murray Rentals, Inc. You previously received notice in
accordance with the bylaws that a board meeting was schedule for today at 12:30. You received
the following agenda in connection with the notice:
Agenda for Board Meeting
I. Quorum
II. Approval of Past Board Minutes
You are the chair of the board and are in charge of today’s meeting. You have asked Director 1,
the chair of the nominating committee, to give the nominating committee report, Director 3, the
chair of the audit committee, to give the audit committee report and your Senior Vice President
of Operations to give the current operations report.
Director 1
You serve on the board of directors for Murray Rentals, Inc. You previously received notice in
accordance with the bylaws that a board meeting was schedule for today at 12:30. You received
the following agenda in connection with the notice:
Agenda for Board Meeting
I. Quorum
II. Approval of Past Board Minutes
You are the chair of the nominating committee and must report the recent selection of board
nominees and whether or not they were successfully elected by the shareholders.
You ask appropriate questions when necessary and aim to fulfill your fiduciary duties as a
director.
Director 2
You serve on the board of directors for Murray Rentals, Inc. You previously received notice in
accordance with the bylaws that a board meeting was schedule for today at 12:30. You received
the following agenda in connection with the notice:
Agenda for Board Meeting
I. Quorum
II. Approval of Past Board Minutes
III. Nominating Committee Report
You ask appropriate questions when necessary and aim to fulfill your fiduciary duties as a
director.
Director 3
You serve on the board of directors for Murray Rentals, Inc. You previously received notice in
accordance with the bylaws that a board meeting was schedule for today at 12:30. You received
the following agenda in connection with the notice:
Agenda for Board Meeting
I. Quorum
II. Approval of Past Board Minutes
You ask appropriate questions when necessary and aim to fulfill your fiduciary duties as a
director.
Director 4
You serve on the board of directors for Murray Rentals, Inc. You previously received notice in
accordance with the bylaws that a board meeting was schedule for today at 12:30. You received
the following agenda in connection with the notice:
Agenda for Board Meeting
I. Quorum
II. Approval of Past Board Minutes
You ask appropriate questions when necessary and aim to fulfill your fiduciary duties as a
director.
Director A
You serve on the board of directors for Murray Rentals, Inc. You previously received notice in
accordance with the bylaws that a board meeting was schedule for today at 12:30. You received
the following agenda in connection with the notice:
Agenda for Board Meeting
I. Quorum
II. Approval of Past Board Minutes
You ask appropriate questions when necessary and aim to fulfill your fiduciary duties as a
director.
As the president of the local bank, you would like to see the bank have the opportunity to finance
this mortgage. However, you are concerned with conflict of interest problems and whether the
federal authorities might be concerned that your objectivity was impaired (due to your dual
position) in connection with any loan that your bank might extend to Murray Rentals. At this
point, you are not convinced that this is a good move for the company and that this could be a
successful endeavor for the company. You need to be convinced.
Director B
Agenda for Board Meeting
I. Quorum
II. Approval of Past Board Minutes
III. Nominating Committee Report
IV. Audit Committee Report
V. Current Operations Reports
VI. Acquisition of New Properties
You ask appropriate questions when necessary and aim to fulfill your fiduciary duties as a
director.
Director C
You serve on the board of directors for Murray Rentals, Inc. You previously received notice in
accordance with the bylaws that a board meeting was schedule for today at 12:30. You received
the following agenda in connection with the notice:
III. Nominating Committee Report
IV. Audit Committee Report
V. Current Operations Reports
VI. Acquisition of New Properties
You ask appropriate questions when necessary and aim to fulfill your fiduciary duties as a
director.
Director D
You serve on the board of directors for Murray Rentals, Inc. You previously received notice in
accordance with the bylaws that a board meeting was schedule for today at 12:30. You received
the following agenda in connection with the notice:
Agenda for Board Meeting
I. Quorum
II. Approval of Past Board Minutes
You ask appropriate questions when necessary and aim to fulfill your fiduciary duties as a
director.
You are concerned that the CEO’s projections on the revenue stream from the tenants are not
accurate. Furthermore, many of the tenants have one-year leases with the option to renew for an
additional year, but it is not a “sure thing” that each tenant will renew on an ongoing basis. At
this point, you are not convinced that this is a good move for the company and that this could be
a successful endeavor for the company. You need to be convinced, but you do not want to upset
your boss. However, if this acquisition is successful, it could take Murray Rentals to the next
level.
Director E
You serve on the board of directors for Murray Rentals, Inc. You previously received notice in
accordance with the bylaws that a board meeting was schedule for today at 12:30. You received
the following agenda in connection with the notice:
Agenda for Board Meeting
I. Quorum
II. Approval of Past Board Minutes
You ask appropriate questions when necessary and aim to fulfill your fiduciary duties as a
director.
You are aware that your spouse, the CEO, would like to see Murray Rentals extend its property
holdings to include the property called “Murray Mall” by the locals. This property is currently
leased by the following tenants: Office Deport, Goody’s, Dawhares, Nick’s Sports Bar,
Maurice’s and many others. The current purchase price for the “Murray Mall” is $7 million
dollars. Murray Rentals would have to finance the purchase with a fairly heft loan, but the CEO
believes that the income stream could help the company “break even” on the mortgage for the
first few years.
Director F
You serve on the board of directors for Murray Rentals, Inc. You previously received notice in
accordance with the bylaws that a board meeting was schedule for today at 12:30. You received
the following agenda in connection with the notice:
Agenda for Board Meeting
I. Quorum
II. Approval of Past Board Minutes
III. Nominating Committee Report
You ask appropriate questions when necessary and aim to fulfill your fiduciary duties as a
director.
Director G
You serve on the board of directors for Murray Rentals, Inc. You previously received notice in
accordance with the bylaws that a board meeting was schedule for today at 12:30. You received
the following agenda in connection with the notice:
Agenda for Board Meeting
I. Quorum
You ask appropriate questions when necessary and aim to fulfill your fiduciary duties as a
director.
Senior Vice President of Operations
You are the Senior Vice President of Operations for Murray Rentals, Inc. Murray Rentals, Inc. is
a new, privately-held company that owns and operates buildings for commercial lease and
The CEO has asked you to attend a board meeting which is scheduled for today at 12:30. You
received the following agenda for the meeting:
Agenda for Board Meeting
I. Quorum
II. Approval of Past Board Minutes
III. Nominating Committee Report
The CEO has asked you to give the Operations Report for Murray Rentals. At the end of the
most recent quarter, Murray Rentals had 27 commercial units with 24 of these units occupied.
