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Corporations • Rights of Shareholders
CORP#046
Legal Definition
The board of directors, president of the corporation or the holders of 10 percent of the voting shares may call a special meeting. At such meetings, shareholders vote upon proposals or fundamental corporate changes. Notice of such meetings must include the special purpose for the meeting, as nothing beyond that purpose set forth in the notice may occur at the meeting.
Plain English Explanation
In general, corporations get a lot done during their annual meeting, but it is not uncommon for an issue to come up that requires shareholders to weigh-in and can't wait for the annual meeting. For example, a merger or acquisition of a corporation would need immediate attention from shareholders.
Generally, those with the power to call a special meeting are (1) the board of directors; (2) the president of the corporation; or (3) a person or group of people who, together, control at least 10 percent of the voting shares for the corporation.
Special meetings are supposed to serve a specific purpose, which means whatever that purpose is must be clearly communicated to shareholders when they are sent their notice of the meeting. You're not allowed to tell shareholders, "We're holding this meeting to discuss acquiring another company," but then change the topic to, "Just kidding! We're being acquired."
Generally, those with the power to call a special meeting are (1) the board of directors; (2) the president of the corporation; or (3) a person or group of people who, together, control at least 10 percent of the voting shares for the corporation.
Special meetings are supposed to serve a specific purpose, which means whatever that purpose is must be clearly communicated to shareholders when they are sent their notice of the meeting. You're not allowed to tell shareholders, "We're holding this meeting to discuss acquiring another company," but then change the topic to, "Just kidding! We're being acquired."
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