Also known as: special shareholders’ meeting · special meeting of shareholders · special meetings of shareholders · special meeting · special shareholders meeting
Written by attorneys · grounded in primary & secondary sources — see below
A shareholders meeting convened to address one or more designated purposes described in the required notice. Only business within those stated purposes may be conducted at the meeting.
Stonehaven Properties scheduled a special shareholders meeting to vote on a proposed charter amendment. The corporation mailed written notice stating the date, time, place, and purpose to every shareholder of record fifteen days before the meeting. Shareholders received the notice within the required window and could prepare to attend or vote by proxy.
Sapphire Holdings faced an unexpected financing deadline. Its board called a special shareholders meeting to authorize the issuance of new preferred shares. The notice identified the financing transaction as the sole purpose, limiting discussion and votes to that item alone.
Select any source to read its text and confirm it supports the definition.
Silverline Industries received signed demands from holders of more than ten percent of its voting shares requesting a special meeting to remove two directors. The board set the meeting date and issued notice describing only the removal proposal as the purpose of the gathering.
Sierra Solutions called a special meeting after a major customer dispute arose. The notice specified that the sole item of business would be approval of a litigation settlement. At the meeting shareholders could not raise or vote on unrelated bylaw changes.
Stephen Shaw and other shareholders of Sapphire Holdings received notice for a special meeting to approve a merger. The notice described the merger as the purpose and explained that shareholders could participate and vote through an authorized online platform.
Samuel Soto, a large shareholder in Stonehaven Properties, invoked a charter clause allowing any holder of twenty percent or more of the stock to call a special meeting. The resulting notice stated that the sole purpose was to elect replacement directors after recent resignations.
No. Unless the articles of incorporation require otherwise, the corporation must give notice only to shareholders entitled to vote at the meeting.
The notice is defective. The statute requires the notice to state that one purpose of the meeting is to consider the specific amendment and to contain or be accompanied by a copy of the amendment text. A generic reference to corporate governance matters does not satisfy this requirement.
No. Bylaws are subordinate to the articles. A bylaw that effectively lets directors block a removal vote conflicts with the articles and is invalid to that extent.
Yes. Upon the effective time of a statutory merger the non-surviving corporation ceases to exist. Its charter and bylaws no longer govern any ongoing entity, and no valid shareholders meeting of the disappeared corporation can be called.
…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…