By David Hobbs
Shareholder meetings allow shareholders to obtain information and vote on decisions requiring shareholder participation, such as election of directors.
Shareholders have the right to appoint a proxyholder to attend and vote on behalf of the shareholder. Bylaws will apply to voting by proxy which must be observed.
Directors notify shareholders of the time, date and place for meetings which shareholders may attend such as the annual general meeting. Rules and bylaws exist regarding timing, notice and delivery of meeting notices.
Annual meetings must be held by a certain date prescribed by statute unless the resolutions are passed without need for a meeting. The annual meeting must address waiver or appointment of an auditor, director election, consideration of financial statements and other business as may be raised by the shareholders. If directors want shareholders to consider a matter it should be on the agenda for the meeting.
Meetings may be held at a location as specified by the bylaws, and if not specified, as set by the directors. If the bylaws permit, meetings may be held electronically.
Special meetings may be held and generally deal with fundamental changes proposed by the directors. Shareholders can convene meetings in conformity with the bylaws and relevant statutory provisions.
In small corporations shareholders often prefer to act through written consent resolutions. The holding of formal meetings may, in practice, be a rarity, if held at all.
Annual and special meetings have many other formal requirements, for example, quorum, electronic voting and taking of minutes to be kept in the minute books with other corporate records.
Hobbs Giroday has many years of experience advising and acting for shareholders, officers, directors and corporations in commercial, corporate and shareholder disputes.
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