Meeting Requirements

Question 1

Annual Meeting

Answer 1

• stockholders exercise voting rights
• corp. must hold once a year or action to compel if don’t
• primary purpose is election of directors
• notice: no less than 10 days, no more than 90 days b4
• waiver: in writing or by showing up at meeting.

Question 2

Special Meeting

Answer 2

• called between annual meetings

- board or holders of more than 25% of stock can call.

Question 3

Unanimous Consent

Answer 3

• can be used in place of a meeting
• stockholders can agree in writing, unanimously approve
• writings filed within corp’s records

Question 4

Voting Eligibility

Answer 4

• Record owners (registered name as owner of stock) and beneficial owners (own stock but another’s name is registered with the company)
• voting rights for record owner if he’s record owner on record date (board set)
• 10 days before a vote

Question 5

Stockholder Voting

Answer 5

• directors

- fundamental change (merger, acquisition, change to charter ) only board may propose (not stockholders).

Question 6

Quorum and Approval Requirements

Answer 6

• Quorum: majority votes entitled to cast at meeting. charter can change
• Majority of votes needed, except for merger (two-thirds), election of directors (plurality) person receiving more votes than anyone else, can change to a majority vote, must be in charter or by laws.

Question 7

Special Voting for Directors

Answer 7

• straight election: one vote per stock. Can vote that stock for each director slot up for election.
• cumulative voting: provide for in charter. protect minority stockholder, stockholder combine all stock voting rights, use them for one candidate.
• staggered board: comp. to divide the board so that only a few seats come up for election each year. in MD at least one class of directors must come up for re-election each year.

Question 8

Proxy Voting and Voting Agreements

Answer 8

Proxy: agent of the comp vote on behalf, written notice and delivered to the corp.

• voting pools: stockholders agree on how they will vote on certain matters
• voting trust: trustee responsible to vote the stock.
• stockholder may agree to alter the way the corp. is managed if unanimous agreement and no harm to creditors.

Question 9

Purchaser of Large Stock

Answer 9

-if more than 100 stockholders the purchaser only gets voting rights if it is approved by 2/3 of the disinterested voting shares.