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Call of Special Stockholders' Meeting by Stockholders

Iowa Call of Special Stockholders' Meeting by Stockholders

Category:

Corporations - Meetings

State:

Multi-State

Control #:

US-1049BG

Format:

Instant download

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

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

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 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.

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 first shareholder meeting is an organizational meeting where shareholders ratify and approve the actions of the incorporators. Shareholders also approve shares values, appoint directors and officers if needed, and wrap up other initial tasks.

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.

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.

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.