Virginia Call of Special Stockholders' Meeting by Stockholders

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Generally, if a stockholders' meeting is not called by a person or a group authorized to call such a meeting, the proceedings and decisions which occur at such a meeting will be of no effect. The board of directors is usually considered to be the appropriate body to call stockholders' meetings. Some state statutes allow the stockholders themselves to call a meeting without resort to the courts when corporate management has improperly failed or refused to call a meeting. Unless there is special authorization in the charter or bylaws, a corporate officer, such as the president of the corporation, is not considered a person authorized to call a stockholders' meeting on his or her own authority.

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FAQ

For a shareholders' meeting, the presence of at least 10 percent of the shareholders (shareholders holding 10 percent of the shares) is required. Resolutions are passed with the simple majority of the votes cast, except for important decisions for example, change of articles.

A shareholder meeting will often be called when shareholder input is needed in a major decision, such as a change in directors. Investors are also able to call special shareholder meetings, subject to a specific set of rules.

The first board meeting of the company (private limited or public limited) is to be held within 30 days of incorporation of the company. In the first board meeting of the company, various transactions take place and the items are mentioned in the minutes of the first board meeting.

The right to attend a General Shareholders' Meeting shall accrue to the holders of at least 300 shares, provided that such shares are registered in their name in the corresponding book-entry registry five days in advance of the date on which the General Shareholders' Meeting is to be held, and provided also that they

The general meeting of shareholders (GMS) is where shareholders can exercise their rights to make certain decisions relating to the Company, to receive reports from the Board of Commissioners and the Board of Directors on their performance and accountability and to question the Boards about their actions.

Quorum. A quorum is the minimum number of members needed to attend a meeting for a resolution to be validly passed. They need to stay for the whole meeting, otherwise the meeting should end. The quorum for general meetings is 2 members, unless the company only has one member.

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

Shareholder meetings are a regulatory requirement which means most public and private companies must hold them. Notification of the meeting's date and time is often accompanied by the meeting's agenda. Meetings are generally administrative sessions that follow a specific format set forth well in advance.

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 first shareholder meeting is an organizational meeting where shareholders ratify and approve the actions of the incorporators. Shareholders also approve shares values, appoint directors and officers if needed, and wrap up other initial tasks.

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Virginia Call of Special Stockholders' Meeting by Stockholders