Voting Requirements for Shareholders

Question 1

Voting

Answer 1

• In order for a resolution to pass, there needs to be a quorum present, and more votes must be cast in favor of the resolution than against it.
• Each outstanding share (regardless of class( is entitled to one vote on each matter voted on at a shareholder’s meeting unless the articles of incorporation provide otherwise.

Question 2

Who votes?

Answer 2

• the record owner on the record date. The record date determines who is entitled to vote at a particular meeting (who is registeres as shareholders “of record” on that date.
• Execptions are if shareholder died of if there is a valid proxy.

Question 3

Voting by proxy

Answer 3

• a shareholder may vote by proxy. A shareholder can appoint a proxy by signing an appointment form or making a verifiable electronic transmission.
• A shareholder may not orally ask someone to serve as a proxy.
• A proxy is generally revocable and any action inconsistent with the grant of a proxy works to revoke it.
• A proxy is generally valid for 11 months unless stated otherwise
• Exception: a proxy is not revocable if couple with an interest (i.e. sale of shares).