District of Columbia Call of Special Stockholders' Meeting by Stockholders
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FAQ
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.
Any shareholder or group of shareholders holding at least 10 percent of the shares in a Company can request the Board to convene an EGM by sending a signed notice to the Company at its Registered Office.
Special meeting is a meeting called by shareholders to discuss specific matters stated in the notice of the meeting. It is a meeting of shareholders outside the usual annual general meeting.
Special meetings of the Board of Directors for any purpose may be called at any time by the President or, if the President is absent or unable or refuses to act, by any Vice President or any two Directors.
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.
Of course, shareholders have a legal right to attend annual meetings. It is, after all, the one time each year they have an opportunity to sit in the same room with representatives from the company.
A shareholder meeting will often be called when shareholder input is needed in a major decision, such as a change in directors. Investors are also able to call special shareholder meetings, subject to a specific set of rules.
Delaware code provides that in general, only the BoD can call a special meeting: (d) Special meetings of the stockholders may be called by the board of directors or by such person or persons as may be authorized by the certificate of incorporation or by the bylaws.
249D Meeting and 249F Meeting A similar power exists for shareholders to call and hold a meeting. Section 249F of the Corporations Act provides that members with at least 5% of the votes that may be cast at a general meeting may call, and arrange to hold a general meeting.
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
