Rights of Shareholders: Voting

Question 1

Derivative Suits

Answer 1

SH suing to enforce the corp’s own cause of action.

Req’ts: contemporaneous stock ownership when claim arose and throughout litigation and demand on BOD that they cause corp to bring suit. Demand must be rejected or lapse 90 days.

Question 2

Who can vote?

Answer 2

Any owner on record date as determined by BOD, up to 70 days before meeting date.

Question 3

What is Proxy Voting?

Answer 3

i) a writing;
ii) signed by record SH;
iii) directed to corp. secretary;
iv) authorizing another to vote their shares;
v) valid for 11 months.
Revocable unless proxy says irrevocable and SH passed some interest.

Question 4

Shareholder Meeting

Answer 4

Annual meeting. 1 D slot must be elected OR specially noticed special meeting called by BOD, President, or 10% of voting shares re: fundamental corp change or proposal.

Special meeting limited to stated purpose.

Question 5

What is considered a Quorum?

Answer 5

Majority of outstanding shares at meeting’s start. Vote: votes in favor > votes against.

Question 6

Pooled or Block Voting Trust

Answer 6

Formal delegation of voting power to voting trustee enforceable for 10 yrs.

Requires written trust agreement filed with corp; transfers shares to voting trustee; SH gets trust certs; SH retains all rights but voting.

Question 7

Shareholder Voting Agreement

Answer 7

Written agreement to vote shares as required in agreement.

Binding and enforceable. No time limit or filing.

Question 8

Cumulative Voting

Answer 8

Must be expressly granted in Articles. Only available when voting for Ds.