A Call of Special Stockholders' Meeting by the Board of Directors of a corporation in Arizona is a formal invitation to shareholders that outlines the purpose and agenda of the meeting. Such meetings are typically held to discuss important matters that require the approval or input of shareholders. The Arizona Revised Statutes (AS) provide guidelines and procedures for conducting these meetings. In Arizona, there are primarily two types of special stockholders' meetings called by the Board of Directors of a corporation: 1. Annual Special Stockholders' Meeting: This meeting is held annually, as required by state law or the corporation's bylaws. During this meeting, the Board of Directors presents a review of the corporation's performance, financial statements, future plans, and any other matters that require shareholder approval. Shareholders are given an opportunity to vote on important issues, such as the election of directors, consideration of proposed resolutions, and any other matters that specifically require shareholder input. 2. Extraordinary Special Stockholders' Meeting: This meeting is called on an ad hoc basis when there is an urgent need to address specific issues that cannot wait until the next annual meeting. It may arise due to circumstances such as mergers, acquisitions, changes in the corporation's bylaws, major corporate governance decisions, or any other matter that requires immediate shareholder attention. The Board of Directors informs shareholders about the reasons behind the meeting and provides all relevant information for their consideration. In Arizona, the Board of Directors has the responsibility to issue a notice for the Call of Special Stockholders' Meeting, which must include the following key details: a) Date, Time, and Place: The notice must specify the exact date, time, and location of the meeting. b) Purpose: The notice should clearly state the reason or purpose of the meeting. It should also provide comprehensive information on the specific issues, proposals, or matters to be discussed, debated, and voted upon. This ensures that shareholders are adequately informed and can make informed decisions. c) Record Date: The notice will include the record date, which is the date on which shareholders' eligibility to participate in the meeting is determined. Only shareholders who are listed on the corporation's stockholder records on the given date can exercise their voting rights at the meeting. d) Proxy Voting: Information about proxy voting should be included in the notice. This allows shareholders who cannot attend the meeting in person to appoint a proxy to vote on their behalf. e) Quorum Requirement: The notice will specify the minimum number of shares or shareholders required to be present at the meeting to establish a quorum. Without a quorum, no formal business can be conducted or decisions made. f) Additional Information: Depending on the purpose of the meeting, the notice may include any other relevant information or documentation that shareholders need to review before the meeting. It is imperative for the Board of Directors to adhere to all legal requirements and provide sufficient notice to shareholders to ensure their participation and engagement in the Call of Special Stockholders' Meeting. By doing so, the corporation can maintain transparency, uphold shareholders' rights, and foster effective corporate governance.
Arizona Call of Special Stockholders' Meeting By Board of Directors of Corporation
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Legal Definition of special meeting : a meeting held for a special and limited purpose specifically : a corporate meeting held occasionally in addition to the annual meeting to conduct only business described in a notice to the shareholders.
Under section 61 of the Companies Act 71 of 2008 (Companies Act), only the board of a company, or any other person specified in the company's Memorandum of Incorporation (MOI) or rules, has the power to call a shareholders' meeting.
The corporation can allow others to call a special meeting, such as the BoD Chair, CEO, or yes, shareholders.
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
The term shareholders refers to the people directly involved in the corporation who are participating in the company's gains or losses. The special meeting aims to enable the shareholders to know the company's affairs and vote on the management's recommendations in the proposed resolution.
Under Section 16.02 of the Model Business Corporation Act, which generally follows the common law, shareholders of a corporation are specifically entitled to inspect excerpts of the minutes of shareholder, board and committee meetings.
Who can call the meeting? An AGM can be called by two or more members who own at least 10% of the company's share capital.
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. Annual shareholder meetings have become something that is expected from investors.
The right to requisition a meeting is a fundamental right (a) The right of dissident shareholders to requisition a meeting of shareholders is a fundamental right of shareholders. It is a substantive right, and is not lightly to be interfered with".
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.
