The Utah Waiver of Special Meeting of Stockholders — Corporate Resolutions is a legal document that allows a corporation incorporated in Utah to waive the requirement of holding a special meeting of its stockholders. This waiver can be implemented by the board of directors and can serve as a time-saving and cost-effective solution for certain corporate matters that may not warrant the convening of a special meeting. Keywords associated with the Utah Waiver of Special Meeting of Stockholders — Corporate Resolutions include: 1. Utah: This signifies that the waiver is specific to corporations incorporated in the state of Utah. It implies that the corporation is subject to the laws and regulations of Utah governing corporate governance and shareholder meetings. 2. Waiver: This indicates that the corporation seeks to waive the requirement of calling a special meeting of its stockholders. By waiving this requirement, the corporation can bypass the traditional process of convening a meeting and obtain the necessary approval for certain matters in an alternative manner. 3. Special Meeting: This refers to a meeting of the corporation's stockholders that is convened for a specific purpose, typically to discuss and vote on important matters that may impact the corporation's operations, policies, or structure. The waiver allows the corporation to forgo this formal gathering and potentially avoid the associated costs and logistics. 4. Stockholders: These are the individuals or entities that hold shares in the corporation, entitling them to certain rights and privileges. The waiver affects the stockholders by bypassing the need for their physical presence at a special meeting and facilitates alternative methods for obtaining their consent or approval. Different types or variations of the Utah Waiver of Special Meeting of Stockholders — Corporate Resolutions may exist, depending on the specific circumstances or corporate requirements. However, these variations would likely maintain the overall purpose of waiving the special meeting requirement and may differ in terms of the specific provisions, conditions, or alternative processes included in the resolution. It is important to consult legal counsel or refer to specific templates to determine the exact variations of this waiver that may be applicable in different situations.
Utah Waiver of Special Meeting of Stockholders - Corporate Resolutions
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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.
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