Alabama Call of Special Stockholders' Meeting by Stockholders

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Description

Generally, if a stockholders' meeting is not called by a person or a group authorized to call such a meeting, the proceedings and decisions which occur at such a meeting will be of no effect. The board of directors is usually considered to be the appropriate body to call stockholders' meetings. Some state statutes allow the stockholders themselves to call a meeting without resort to the courts when corporate management has improperly failed or refused to call a meeting. Unless there is special authorization in the charter or bylaws, a corporate officer, such as the president of the corporation, is not considered a person authorized to call a stockholders' meeting on his or her own authority.

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FAQ

Typically either the president or a majority vote of the board (or both) can call a special meeting. You need to give proper notice to members and, of course, you need a quorum to do business. The procedure should be spelled out in your bylaws.

The corporation can allow others to call a special meeting, such as the BoD Chair, CEO, or yes, shareholders. The bylaws or CoI needs to specify this, though.

A special shareholder meeting is sometimes called to handle issues that occur in between annual meetings, and often have certain requirements for calling and holding the meeting. Annual shareholder meetings have become something that is expected from investors.

Special meetings of the shareholders may be called for any purpose or purposes, at any time, by the Chief Executive Officer; by the Chief Financial Officer; by the Board or any two or more members thereof; or by one or more shareholders holding not less than 10% of the voting power of all shares of the corporation

Who can call the meeting? An AGM can be called by two or more members who own at least 10% of the company's share capital.

The corporation can allow others to call a special meeting, such as the BoD Chair, CEO, or yes, shareholders.

Under section 61 of the Companies Act 71 of 2008 (Companies Act), only the board of a company, or any other person specified in the company's Memorandum of Incorporation (MOI) or rules, has the power to call a shareholders' meeting.

Legal Definition of special meeting : a meeting held for a special and limited purpose specifically : a corporate meeting held occasionally in addition to the annual meeting to conduct only business described in a notice to the shareholders.

The term shareholders refers to the people directly involved in the corporation who are participating in the company's gains or losses. The special meeting aims to enable the shareholders to know the company's affairs and vote on the management's recommendations in the proposed resolution.

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Alabama Call of Special Stockholders' Meeting by Stockholders