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If the special meeting is an executive or emergency meeting, notice requirements are different. Calling the Meeting. Unless otherwise provided in the articles or bylaws, board meetings may be called by the president or any vice president or the secretary or any two directors.
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.
Investors must call a special shareholder meeting for a specific reason. Most of the time it involves electing directors that will support the investor case for change.
A special shareholder meeting is sometimes called to handle issues that occur in between annual meetings, and often have certain requirements for calling and holding the meeting.A shareholder meeting will often be called when shareholder input is needed in a major decision, such as a change in directors.
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
A similar power exists for shareholders to call and hold a meeting. Section 249F of the Corporations Act provides that members with at least 5% of the votes that may be cast at a general meeting may call, and arrange to hold a general meeting.
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.