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Contents and Timing of Notice. Under Delaware law, stockholders must be given between 10 and 60 days' notice of an annual meeting of stockholders except for meetings held to vote on the adoption of a merger agreement, which require at least 20 days' notice.
' In layman's terms, it's a tactic used to save time ? usually coming into play when one director requests it to the rest of the board. This type of consent rests upon the absence of any dissenting voices. Only when all members agree can unanimous consent be noted in the board's official records.
Does my company need to have a Stockholder meeting every year? ing to Section 211 of the Delaware General Corporation Law (DGCL), a stockholder meeting should be held annually to elect directors and to transact any other proper business.
Section 228 requires that a Stockholder Communication (a "228 Notice") disclosing the corporate actions approved via Stockholder Consent be sent to all stockholders who would have been entitled to participate in the vote if it was taken at a meeting.
Delaware corporation's board of directors can act through two means: (1) a vote of directors held at a board meeting, or (2) through written consent without holding a meeting, unless written consent is prohibited by the corporation's governing documents, the bylaws.
Contents and Timing of Notice. Under Delaware law, stockholders must be given between 10 and 60 days' notice of an annual meeting of stockholders except for meetings held to vote on the adoption of a merger agreement, which require at least 20 days' notice.