Louisiana Action by Unanimous Consent of Shareholders in Lieu of Meeting - Amending Bylaws
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FAQ
The directors of a corporation may also convene special general meetings of shareholders at any time, provided, as always, that proper notice is given.
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 ...
(1) The board of a company, or any other person specified in the company's Memorandum of Incorporation or rules, may call a shareholders meeting at any time.
A general meeting can be called (ie initiated) either by the company directors or requested by the company shareholders. Different periods of notice are required depending on how a general meeting is being called, the type of company calling it, and whether or not the meeting is an AGM.
Correct: - Special? shareholders' meetings may be held to consider important emergency issues such as merger or consolidation of the corporation with one or more other corporations. - Special? shareholders' meetings may be called by the holders of at least 10 percent of the voting shares of the corporation.
Resolution in lieu of meeting . A resolution in writing, signed by all the directors entitled to vote on that resolution at a meeting of directors or committee of directors, is as valid as if it had been passed at a meeting of directors or committee of directors.
Unless otherwise provided in the articles of organization or a written operating agreement, each member of a limited liability company shall be entitled to cast a single vote on all matters properly brought before the members, and all decisions of the members shall be made by majority vote of the members.
A failure to do so can result in limited or no liability protection, which is often called "piercing the corporate veil."
