Also known as: special meetings
Written by attorneys · grounded in primary & secondary sources — see below
A shareholders' or directors' meeting other than an annual or regular meeting, convened to address designated business. Only actors authorized by statute, articles, or bylaws may call the meeting, and only the purposes stated in the notice may be considered.
Stephen Shaw delivers a signed demand for a special meeting of Solstice Ventures shareholders on March 1. The board fixes the record date as March 15 under the bylaws. Shareholders who held shares on that date receive notice and may vote on the matters listed in the call.
The board of Sterling Dynamics calls a special meeting to consider charter amendments. Written notice stating the date, time, and purpose is sent to all shareholders entitled to vote. The amendments are approved only after the required vote at that meeting.
Select any source to read its text and confirm it supports the definition.
Van Gorkom calls a special board meeting of Trans Union to consider a merger proposal. Senior management meets first, then the board convenes with limited advance information. The board approves the transaction at the special meeting.
The Unitrin board holds a special meeting to respond to American General's offer. After reviewing the bid, the board adopts a rights plan and advance-notice bylaw provisions. Those defensive measures are later challenged as disproportionate.
Hertz holds a special shareholders meeting to approve a corporate restructuring that affects its principal place of business. The meeting notice identifies the sole purpose as the restructuring vote. Shareholders approve the measure at the special session.
The board of First Western Bank and Trust Co. convenes a special meeting to consider a major loan transaction. Directors receive notice of the meeting and the specific purpose. The board approves the loan at that session.
A corporation holds a special meeting when the board calls it, persons authorized by the articles or bylaws call it, or shareholders meeting the statutory ownership threshold properly demand it. Managers without authority under the governing documents cannot unilaterally call the meeting.
No. The articles are the corporation's constitutional document. A bylaw that negates an express article right for 10 percent shareholders to demand a special meeting is invalid because bylaws must be consistent with the articles.
Only business within the purpose or purposes described in the meeting notice may be conducted. Matters outside the stated purposes are not properly before the shareholders.
…department, or with William Moore, then the head of Trans Union's legal staff. On Friday, September 19, Van Gorkom called a special meeting of the Trans Union Board for noon the following day. He also called a meeting of the Company's Senior Management to convene at 11:00 a.m., prior to the meeting of the Board. No one, except…