Shareholders

Question 1

Annual Meeting

Answer 1

• required by law annually
• time and place specified in by-laws
• general purpose= elect directors, approve proposed amendments to CoF, vote on SH proposals, consider any other business subject

Question 2

Special Meeting

Answer 2

• called between annual meetings and SH consideration is required
• approve a merger or consolidation
• approve a sale of substantially all of the corp’s assets
• approve termination or dissolution of business

Question 3

Notice Requirements-Timing

Answer 3

• must be given at least 10 days before meeting but no earlier than 60 days before
• if big decision, at least 21 days before meeting
• must be given to each SH regardless of ability to vote

Question 4

Shareholders Eligible to Vote

Answer 4

• Sh of record as of the record date are eligible to vote at an annual or special meeting
• record may not be more than 60 days prior to the annual or special meeting
• 11 days prior to meeting officer must make an alpha listing of eligible voters and must be kept on file at registered office

Question 5

Things SH vote on

Answer 5

• elect/remove directors
• approve SH proposals
• mergers
• consolidations
• substantial asset sales
• dissolutions
• amend CoF or by-laws

Question 6

Special Voting Matters

Answer 6

• may need higher voting requirements

- must put in CoF or Bylaws if higher requirement

Question 7

Cumulative Voting

Answer 7

• allows SH to cumulate all the votes they are entitled to case and allocate them in a manner they see fit
• corp formed after 9-1-03, cumulative voting is an opt-in provision. must make special election in CoF to provide for it
• before 9-1-03, opt-out election. Corp is entitled to it unless makes specific election not to have it
• staggered terms impacts because will require more votes to elect director
• director cant be removed if votes would have been enough to elect dir in general election when cumu was used

Question 8

Proxy Voting

Answer 8

• SH can appoint someone to vote on his behalf where voting in person is not feasible
• Sh can revoke proxy unless the proxy states that it is irrevocable and is couple with an interest

Question 9

Pooling Votes

Answer 9

• a contractual agreement between a group of shareholders regarding how they will collectively vote their shares
• voting decisions based on desired vote of the majority of the voting pool participants
• specifically enforceable
• agreement must be deposited with the corp at its principal office or registered office

Question 10

Voting Trust

Answer 10

• separate legal entity to which the SH’s stock is transferred
• trust, through its trustee, votes in a collective block
• trustee votes in accordance with the terms set forth in the trust
• trust agreements must be filed with the corp as well

Question 11

SH right to inspect

Answer 11

• SH has right to inspect the corp’s books and records as long as the reason for inspection is proper
• SH must have been a SH for at least 6 mo or own at least 5% of the outstanding shares

Question 12

SH Suits

Answer 12

• share ownership also gives SH right to sue in his capacity as a SH
• 2 types of suits: direct and derivative

Question 13

Direct Suits

Answer 13

• SH may bring a direct suit to address a situation in which the SH is being deprived of a legal right equal in size to ownership share
• addressing a harm suffered by the SH

Question 14

Derivative Suit

Answer 14

-brought by a SH but derived from some type of harm being exacted upon the corp
-damages go to the corp if win
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