Georgia Call of Special Stockholders' Meeting by Stockholders

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Multi-State
Control #:
US-1049BG
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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

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.

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

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.

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.

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.

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.

Special meetings of the Board for any purpose or purposes may be called at any time by the chairman of the Board, the chief executive officer, the secretary or any two directors. The person(s) authorized to call special meetings of the Board may fix the place and time of the meeting.

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.

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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Georgia Call of Special Stockholders' Meeting by Stockholders