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Legal Definition of special meeting : a meeting held for a special and limited purpose specifically : a corporate meeting held occasionally in addition to the annual meeting to conduct only business described in a notice to the shareholders.
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.
Special meeting is a meeting called by shareholders to discuss specific matters stated in the notice of the meeting. It is a meeting of shareholders outside the usual annual general meeting.
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.
Most special meetings involve director elections, which typically work pursuant to a less-restrictive plurality standard, rather than a majority standard.
In most legal systems, the appointment and removal of directors is voted upon by the shareholders in general meeting or through a proxy statement. For publicly traded companies in the U.S., the directors which are available to vote on are largely selected by either the board as a whole or a nominating committee.
File their definitive proxy statement by the later of 25 calendar days before the shareholder meeting or five calendar days after the company files its definitive proxy statement; and. Solicit shareholders of the company representing at least 67 percent of the voting power of the shares entitled to vote at the meeting.
Even for a big, popular firm like Warren Buffett's Berkshire Hathaway, the business portion of the agenda takes only about 20 minutes. The election of directors and votes on shareholder proposals are handled in a largely scripted manner. At the conclusion of the meeting, the minutes are formally recorded.
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