Puerto Rico Notice of Adjourned Annual Meeting of Shareholders

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US-1048BG
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Description

Section 7.05 of the Revised Model Business Corporation Act Provides: "Unless the bylaws require otherwise, if an annual or special shareholders' meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment."

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FAQ

To adjourn a meeting is to terminate or finish a meeting. When the business for which the . . . meeting was called has . . . been completed and no question is pending, someone should move "to adjourn," or the chair can call for such a motion.

Suspended or stopped for the time being, to be resumed at a future time or another place: In the case of an adjourned hearing, persons who were already heard do not need to be notified of the time of the hearing's resumption.

As a general matter, the SEC has taken the position that only the stockholders may authorize an adjournment and such authorization must occur through a separate adjournment proposal. This requires a separate proposal to be included in the notice to stockholders and in the proxy statement and on the proxy card.

Adjournment in meetings means to end the proceedings and move any remaining agenda items to be discussed at a future meeting. Contrarily, recess means pausing the current meeting until an established date and time. After a recess, the meeting is supposed to pick up from exactly where it ended.

A motion to adjourn the debate differs from a motion to close the debate in that a motion to 'close' terminates discussion and authorises the meeting to proceed immediately to a vote. A motion to adjourn prevents both debate and voting.

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Puerto Rico Notice of Adjourned Annual Meeting of Shareholders