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Special stockholder meetings can be called by the board of directors or any person that is authorized in the certificate of incorporation or in the bylaws of the company.
An annual general meeting (AGM) is a yearly gathering of a company's interested shareholders. At an AGM, the directors of the company present an annual report containing information for shareholders about the company's performance and strategy.
Special meeting is a meeting called by shareholders to discuss specific matters stated in the notice of the meeting. It is a meeting of shareholders outside the usual annual general meeting.
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.
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.
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
Most special meetings involve director elections, which typically work pursuant to a less-restrictive plurality standard, rather than a majority standard.
When should I hold a shareholder meeting? An annual shareholder meeting is typically scheduled just after the end of the fiscal year. This allows for the previous year's financial performance to be fully assessed and discussed.
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 corporation can allow others to call a special meeting, such as the BoD Chair, CEO, or yes, shareholders.