Shareholders Flashcards
Annual meeting
Takes place at the time/place specified in the bylaws; the primary purpose is to elect directors
Special meeting
May be called by the president, board, or any other person specified in the articles.
The purpose of the meeting must be specified in the notice
Special meeting in a non-public corporation with 35 or fewer shareholders
May be called by shareholders who own at least 20% of the shares entitled to vote unless the articles provide otherwise.
Notice
generally Shareholders receive notice of the time/date/place of the meeting no less than 10 days and no more 60 days before the meeting
Notice for a meeting to act on a fundamental corporate exchange
No less than 25 days and no more than 60 days
Waiver of notice/electronic transmission
The electronic transmission of notice is permitted if the recipient consents
A shareholder may waive notice either in writing or by attending a meeting.
Court ordered meeting
A shareholder can petition the circuit court to compel a meeting
Unanimous written consent
Instead of voting at a meeting, all shareholders may take any action that could have been taken at a shareholders meeting by unanimous written consent.
Voting requirements (eligibility)
Generally, only record owners of voting stock are permitted to vote.
The owner of the voting stock at the close of business on the record date has a right to vote.
The record date is fixed by the board and CANNOT be more than 70 days before a meeting.
The corporation cannot vote its own stock, when shares are jointly owned, any co-owner may vote the shares.
When is Shareholder voting required
- The selection of the board
- Approval of fundamental corporate changes
Quorum Requirements
Unless stated otherwise by the articles, Quorum is a majority of votes entitled to be cast on the matter.
Remember the articles cannot state a quorum that is less than 1/3 of the shares eligible to vote
Special voting for Director elections
Generally, Directors are chosen by plurality voting and the nominee who receives the most votes wins
Cumulative voting for directors
Only applicable if stated in the articles. If permitted, each shareholder can multiply the number of votes she is entitled to case by the number of directors to be elected.
The shareholder can cast all votes for one candidate or distribute among candidates.
The shareholder must provide notice to the corporation of the intent to exercise the right to vote cumulatively or proxy statement conspicuously authorizing cumulative voting.
Proxy voting
Must be in writing and delivered to the corporation or its agent.
It is valid for 11 months.
Shareholder voting agreements
- Voting trusts
- Pooling agreements
