Pennsylvania Call of Special Stockholders' Meeting By Board of Directors of Corporation
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How to fill out Call Of Special Stockholders' Meeting By Board Of Directors Of Corporation?
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FAQ
Under section 61 of the Companies Act 71 of 2008 (Companies Act), only the board of a company, or any other person specified in the company's Memorandum of Incorporation (MOI) or rules, has the power to call a shareholders' meeting.
Of course, shareholders have a legal right to attend annual meetings. It is, after all, the one time each year they have an opportunity to sit in the same room with representatives from the company.
Sub-section (1) of section 100 empowers the board of directors to call extraordinary general meeting as and when it is deemed necessary. The board may call such extraordinary meeting depending upon the exigencies of the conduct of the business of the company.
It is also possible to call a meeting at short notice, providing shareholders holding the requisite percentage in nominal value of the shares giving the right to attend and vote at the meeting agree.
Typically either the president or a majority vote of the board (or both) can call a special meeting. You need to give proper notice to members and, of course, you need a quorum to do business. The procedure should be spelled out in your bylaws.
Section 73(1) allows for a director authorised by the board of a company to call a meeting, and obliges them to call a meeting in the circumstances contemplated in (1)(b).
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.
Who can call the meeting? An AGM can be called by two or more members who own at least 10% of the company's share capital.
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
Under section 61 of the Companies Act 71 of 2008 (Companies Act), only the board of a company, or any other person specified in the company's Memorandum of Incorporation (MOI) or rules, has the power to call a shareholders' meeting.
