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A special meeting allows shareholders to remove the current board of directors and elect a new board.
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 corporation can allow others to call a special meeting, such as the BoD Chair, CEO, or yes, shareholders.
Scheduled meetings Your business should hold at least one annual shareholders' meeting. You can have more than one per year, but one per year is often the required minimum. An annual board of directors meeting is often also held in conjunction with the shareholders' meeting as well.
Special meetings of directors or members shall be held at any time deemed necessary or as provided in the bylaws: Provided, however, That at least one (1) week written notice shall be sent to all stockholders or members, unless a different period is provided in the bylaws, law or regulation.
The meeting notice should list each item that will be discussed or voted upon at the meeting. One of the first agenda items is usually the approval of the minutes from the prior board meeting (see How to Prepare Minutes for Board Meetings).
Special meetings of members can also be called by the directors to make decisions concerning special business. Special business is generally considered to be any business other than the annual business to be transacted at an annual meeting of members.
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.
The notice of a meeting of shareholders must be sent to (i) each shareholder entitled to vote at the meeting; (ii) each director; and (iii) the auditor of the corporation. For privately held companies (non-public), notice must be sent not less than 10 days and not more than 50 days before the meeting.
(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.