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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 ...
Proper notification for a shareholder meeting is dependent on the bylaws of the company, but typically requires written notification by a shareholder holding a certain threshold of shares in the company. The letter will typically state that a meeting is requested and the reason for the meeting.
The notice of meeting should include a clear reference to shareholders' rights to appoint a proxy, or where the constitution so provides, to cast a direct vote. Voting forms should be drafted to ensure shareholders clearly understand how the chairperson of the meeting intends to vote undirected proxies.
(a) Whenever shareholders are required or permitted to take any action at a meeting a written notice of the meeting shall be given not less than 10 (or, if sent by third-class mail, 30) nor more than 60 days before the date of the meeting to each shareholder entitled to vote thereat.
The shareholders' meeting is convened by the board of directors (and under specific circumstances by the auditor). The board of directors usually passes a resolution to this effect.