Form with which the stockholders of a corporation waive the necessity of a special meeting of stockholders.
Utah Waiver of Special Meeting of Stockholders - Corporate Resolutions
State:
Multi-State
Control #:
US-0023-CR
Format:
Word;
Rich Text
Instant download
Description
How to fill out Waiver Of Special Meeting Of Stockholders - Corporate Resolutions?
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FAQ
Who Can File? Any shareholder or group of shareholders own- ing $2,000 or more of a company's stock for a minimum of a year can introduce a proposal.
Notice to Shareholders Most states require notice of any shareholder meeting be mailed to all shareholders at least 10 days prior to the meeting. The notice should contain the date, time and location of the meeting as well as an agenda or explanation of the topics to be discussed.
#1 Ordinary Resolution Ordinary resolution means the resolution being passed at the annual meeting with a simple majority of votes by the shareholders, present or in proxy, or by-poll. Mostly, the majority of the business carried out at the annual general meetings is by way of ordinary resolution.
A note on members' rights in relation to general meetings, including the right to requisition a meeting, the right to propose a resolution at a public or traded company's AGM and the right to require a company to circulate a statement relating to a resolution or other business to be dealt with at a meeting.
A waiver of notice is a common document used for board of directors special meetings. Special meetings are called when there's a pressing issue that can't wait for the next scheduled meeting. If there's not enough time for a formal meeting notice, directors can opt to sign a waiver and hold the meeting without notice.
In order for a special resolution to be passed at a General Meeting, a supermajority is required in favor of it. Supermajority refers to at least 75 percent of the members voting in favor of the resolution.
Special meetings of directors or members shall be held at any time deemed necessary or as provided in the bylaws: Provided, however, That at least one (1) week written notice shall be sent to all stockholders or members, unless a different period is provided in the bylaws, law or regulation.
The minimum number of eligible directors needed to pass a written resolution is the same as the quorum for a directors' meeting (see 'Quorum for a directors' meeting' above). All eligible directors must either sign copies of the written resolution, or otherwise agree to it in writing.
A resolution may be proposed as a written one by the directors or by the members. The company must send the proposed resolution to every eligible member either in hard copy form, in electronic form or by means of a website. The requirements as to notice and so on, are the same as for a physical meeting.
