Kansas Demand for a Shareholders Meeting

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US-13385BG
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Description

The Revised Model Business Corporation Act allows the directors to call a general meeting once the company has received requests from members representing 5% of the paid up share capital those entitled to vote at general meetings of the company.

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FAQ

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.

Notice to Shareholders Most states require notice of any shareholder meeting be mailed to all shareholders at least 10 days prior to the meeting. The notice should contain the date, time and location of the meeting as well as an agenda or explanation of the topics to be discussed.

Also, while a company's board can only call an AGM, an EGM can also be called by the board on the requisition of shareholders, requisitionist, or tribunal.

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.

In general, however, most corporations are required to have at least one shareholders' meeting per year. Corporations are also required to prepare and retain minutes of these meeting. There is often a legally based recordkeeping requirement for meeting minutes, but the exact length of time will vary by state.

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.

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.

If the Board fails to cause such a meeting to be called and held as required by this Section, the shareholder or shareholders making the demand may call the meeting by giving notice as provided in Section 1.04 at the expense of the corporation.

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Kansas Demand for a Shareholders Meeting