Massachusetts Waiver Special Meeting of Shareholders

State:
Multi-State
Control #:
US-ENTREP-0082-1
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Word; 
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Description

If there's not enough time to give the notice required by state laws or corporate bylaws, all shareholders should sign a waiver of notice. The waiverensures that all shareholders agree to hold the meeting and abide by the actions that take place.

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FAQ

The typical lower threshold is 10% of the shares, while most others require either 25% of the shares (Microsoft's level) or 50% or 51% of the shares. Most companies that allow shareholders to call a special shareholder meeting use one of these standards.

The record date, or date of record, is the cut-off date established by a company in order to determine which shareholders are eligible to receive a dividend or distribution.

The letter will typically state that a meeting is requested and the reason for the meeting. The company then sets the meeting within a set time frame, such as 30 to 90 days, and establishes a record date for eligibility to vote at the meeting.

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 ...

A special meeting allows shareholders to remove the current board of directors and elect a new board. The following is an explanation of the procedures for calling a special meeting of the shareholders. Enclosed are copies of documents, which you can use for your meeting.

(d) Special meetings of the shareholders may be called by the board, the chairperson of the board, the president, the holders of shares entitled to cast not less than 10 percent of the votes at the meeting, or any additional persons as may be provided in the articles or bylaws.

What should be recorded in meeting minutes? The minutes should include corporation details like the name of the corporation and the names of the chairperson and secretary of the meeting. The meeting place and time should also be found somewhere in the minutes, along with the names of the shareholders.

Even though the corporation is legally required to notify shareholders of the annual meeting, stockholders may opt out of receiving notification of the meeting by signing a waiver of notice form. Essentially, shareholders are telling the corporation that they no longer wish to be notified of future annual meetings.

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 ...

Corporations that don't consistently hold annual meetings may need to hold one without notice. The waiver of notice form is needed in order to document that all stockholders agree to the actions taken during the meeting, even though they may not have been present during it.

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Massachusetts Waiver Special Meeting of Shareholders