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Corporate Voting and Shareholder Rights



Corporate Voting - How Shareholders Get Heard

Annual shareholder meetings are the primary place for exercising shareholder voting rights. Corporations are legal entities who can enter into contracts, sue, and be sued. Although, a corporation is an entity under the law, the corporation's business is conducted through its board of directors. The directors in the board are elected by the shareholders of the corporation. An important right of a shareholder is to vote in corporate elections of the corporation the shareholder has invested in.

Once the board directors are elected by shareholders through exercising their corporate voting rights or shareholder rights, the directors of the board can vote when making corporate decisions. The bylaws of the corporation will stipulate the procedure for holding a corporate vote.

A proper quorum will be required in corporate elections as per corporate bylaws. A certain number of people will be required to be present to conduct a corporate voting, and this is called a quorum.

Generally, shareholders' rights are stated in a corporation's bylaws or in the shareholder voting agreement. However, there can be situations where a shareholder is unable to be present to cast the shareholder vote. In such situations, the corporation allows the shareholder to use a proxy. A proxy is a person who makes a vote on behalf of a shareholder(s) based on an agreement. This is called a proxy vote or proxy voting.

Apart from voting and electing the directors of the board, shareholders can also exercise their shareholder voting rights on decisions that are fundamental to the corporation, for example, merger. If a shareholder or a group of shareholders wants to change a procedure or a policy of the corporation, they need to make a shareholder proposal. A shareholder proposal is a recommendation presented by the shareholder(s). Generally, a shareholder proposal can be voted on in a corporation's shareholder meeting conducted annually.

Apart from voicing out through proposals, shareholders can keep a tab on the corporation's management through corporate governance. Corporate governance is a set of rules and practices the board of directors are to abide by to ensure accountability and transparency to the corporation's shareholders, customers, clients, employees, management, and community at large.

Preemptive rights are exercised by a majority shareholder(s) with large capital amounts invested in a startup corporation. Through this right, a shareholder can ensure their voting power isn't diluted in the future. As a vigilant shareholder you should be sure that you have included clauses relating to preemptive rights into you shareholder agreement with the corporation. Click here for a sample shareholder agreement. However, shareholders with preferred stock cannot claim preemptive voting rights as preferred stock does not have voting rights.

When discussing voting rights, we need to keep in mind that a non profit organization works differently from a for-profit organization. In a non profit organization, any excess revenue made by the organization will be used to achieve its goal, rather than distributing the profit with shareholders.