Georgia Call of Special Stockholders' Meeting by Stockholders

• Category: Corporations - Meetings
• State: Multi-State
• Control #: US-1049BG
• Format: Word; Rich Text

Description

Generally, if a stockholders' meeting is not called by a person or a group authorized to call such a meeting, the proceedings and decisions which occur at such a meeting will be of no effect. The board of directors is usually considered to be the appropriate body to call stockholders' meetings. Some state statutes allow the stockholders themselves to call a meeting without resort to the courts when corporate management has improperly failed or refused to call a meeting. Unless there is special authorization in the charter or bylaws, a corporate officer, such as the president of the corporation, is not considered a person authorized to call a stockholders' meeting on his or her own authority.

Georgia Call of Special Stockholders' Meeting by Stockholders: A Comprehensive Description In the state of Georgia, a Call of Special Stockholders' Meeting by Stockholders refers to a process in which shareholders or stockholders exercise their rights to convene a special meeting outside the regular annual meetings. This mechanism allows shareholders to address specific issues or concerns that may require immediate attention, such as significant company decisions, mergers, acquisitions, changes to the company's bylaws, or the removal of directors. Keywords: Georgia, Call of Special Stockholders' Meeting, shareholders, stockholders, process, convene, special meeting, annual meetings, issues, concerns, company decisions, mergers, acquisitions, bylaws, removal of directors. Types of Georgia Calls of Special Stockholders' Meetings: 1. Majority Call: When a majority of the shareholders, holding a specific percentage of the company's shares as determined by the state's laws or the company's bylaws, formally request the board of directors or the Secretary of the corporation to convene a special meeting. The specific percentage required to call a meeting may vary depending on the company's bylaws, but it is typically set at a majority or a super majority level. 2. Written Consent Call: Alternatively, shareholders may bypass the need for a physical meeting entirely by gathering written consents from the required number of shareholders. In Georgia, a certain percentage of shareholders must agree to sign the consent form in order to call the meeting. Once the necessary consents are obtained, the shareholders can submit them to the company's Secretary, who will validate and document the consent before taking necessary actions. 3. Proxy Call: Shareholders may also call a special meeting by obtaining proxies from other shareholders, thereby aggregating voting power. A proxy is a legal authorization granted by a shareholder to another person to cast their vote on their behalf. By collecting proxies, shareholders can meet the required threshold to request a special meeting. 4. Judicial Call: If the company's board of directors refuses to convene a special meeting even after the shareholders have met the required criteria to call one, shareholders may resort to legal remedies. By filing a lawsuit in the appropriate court, shareholders can seek to compel the company to hold a special meeting. The court will consider the merits of the case and determine whether it is appropriate to order the meeting. 5. Emergency Call: In exceptional circumstances where immediate action is required to protect the interests of the shareholders or the company, stockholders may have the right to demand an emergency meeting. This type of call is typically utilized when there is a severe financial crisis, a significant loss in shareholder value, or a breach of fiduciary duty by the directors or officers. In conclusion, a Georgia Call of Special Stockholders' Meeting by Stockholders is a powerful tool that empowers shareholders to address pressing issues that require attention beyond the regular annual meetings. By availing various types of calls, including majority calls, written consent calls, proxy calls, judicial calls, and emergency calls, shareholders ensure that their voices are heard and can influence significant decisions impacting the corporation.