Meetings Flashcards
Requirements for Annual Meeting
Corporation MUST have an annual meeting
1 director must be up for election
Purposes for a special meeting
Voting on a proposal OR a fundamental Corp change
Notice Req for Annual Meeting
Location + time
Notice for Special Meeting
Location + time + special purpose
Timing for Notice
Not less than 10 days or more than 60 days prior to the meeting
Not less than 25 days for fundamental corp change or sale or substantially all assets
When is notice effective?
When deposited with postage in the mail.
What are the consequences for improper notice?
Actions at meeting are VOID
Unless those with improper notice waive in writing or attend the meeting
What is a quorum for meetings?
Majority of shares entitled to vote in person or by proxy.
What is a voting trust?
Legal title to trustee/Equitable title to SHs
Formal written delegation of power to trustee
Kept at Corp office
Trustee is a fiduciary
What is a voting agreement?
Written agreement to vote the way the majority of shares direct
No time limit
Enforceable on all signers
