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Usually, a quorum consists of a majority of the shares entitled to vote at the annual meeting. Shares count for quorum purposes if present at the annual meeting either in person or by proxy.
The purpose of the annual meeting is for shareholders to elect the directors. Therefore, holders of voting stock elect either the whole board of directors when there is a single class of directors or some fraction of the board in, for example, staggered boards.
A resolution in lieu of a meeting is a written resolution (signed by all shareholders who are entitled to vote at the meeting) that deals with all matters that need to be addressed at a shareholders' meeting. This resolution is just as valid as it would be if passed at a meeting of shareholders.
All corporations (corporations that elect for S Corporation tax treatment included) in the United States must hold an annual meeting. Alternative names for that meeting include annual shareholder meeting, annual stockholder meeting, and annual general meeting (or AGM, for short).
The truth is, it depends, but it is typical for a corporation to hold several required formal meetings annually. The shareholders meeting is where corporation shareholders gather to not only discuss important company issues, but also to vote on them.
The regular annual meeting of the shareholders shall be held on such day each year as shall be designated by the Board, and at such time as the Board may from time to time designate, for the election of Directors and for the transaction of such other business as may lawfully come before such meeting.
Probably the biggest risk for failing to hold annual shareholder meetings, as with failing to follow other corporate formalities, is that your corporation's shareholders may lose limited liability protection.
The shareholder meeting (also known as the Annual General Meeting or AGM) is one of a company's primary corporate governance vehicles. During the meeting, the company's owners (the shareholders) ratify decisions on topics determined by law and by the corporate bylaws.