Shareholder meetings Flashcards
General shareholder duties
-elect board of directors
-vote on major decisions effecting FUNDAMENTAL CHANGES
Annual corporate meeting
ALL corporations MUST hold annual meeting to elect directors and conduct other business
Special corporate meetings
May be called to vote on FUNDAMENTAL CHANGES
State laws typically specify who may call special meeting (e.g. board, senior officer, etc)
Notice requirements for shareholder meetings
Must be given notice of either type of meeting between 10-60 DAYS of meeting date
Must include time, date, and location of meeting
Rule for special meeting notice
Must include PURPOSE of meeting
May shareholder challenge action taken at meeting?
YES, if insufficient notice of meeting given
When does shareholder waive right to object to insufficient notice of shareholder meeting?
If he ATTENDS meeting
Purpose of record date of shareholder meeting
Used to determine which shareholders may vote
Who fixes record date of shareholder meeting?
Directors
When may record date of shareholder meeting be?
No more than 70 days before meeting
WHO can vote at shareholder record meeting?
ONLY shareholders who own or owned shares ON RECORD DATE can vote
Shareholder meeting alternatives
All shareholders may take action without meeting by UNANIMOUS WRITTEN CONSENT
Shareholder proxy purpose
Allows large corps to deal with meeting logistics bc shareholders rarely attend in person
Authorizes person to vote on behalf of shareholder
Shareholder meeting vote proxy requirements for validity
1) in WRITING
2) signed by shareholder on RECORD DATE
3) sent to SECRETARY of corporation
4) AUTHORIZES another to vote the shareholder’s shares
5) Cannot be valid for more than 11 MONTHS, unless otherwise specified
