The Wisconsin Call of Special Stockholders' Meeting refers to a formal gathering of shareholders in a corporation based in Wisconsin, called by the board of directors. This meeting serves as a platform for stockholders to deliberate on important matters affecting the corporation and make critical decisions. During a Call of Special Stockholders' Meeting, various pertinent topics are usually discussed, such as amendments to the corporation's bylaws, major acquisitions or mergers, substantial changes in the management structure or composition of the board of directors, and other significant corporate actions. It provides an opportunity for shareholders to voice their opinions and exercise their voting rights on matters that may impact the company. In Wisconsin, there are different types of Special Stockholders' Meetings called by the board of directors of a corporation, depending on the specific objectives and requirements of the particular situation. Some noteworthy types include: 1. Special Meeting for Bylaw Amendments: This type of meeting is convened to propose and obtain stockholders' approval for changes to the corporation's bylaws. Bylaws dictate the internal rules and regulations that govern the corporation's operations and may require modifications to adapt to evolving circumstances. 2. Special Meeting for Mergers and Acquisitions: In cases where the corporation intends to merge with another entity or make a significant acquisition, a special meeting is called to obtain stockholders' consent. This meeting allows shareholders to assess the proposed transaction's benefits and potential risks before casting their votes. 3. Special Meeting for Board of Directors' Appointment: When a corporation needs to appoint new members to its board of directors, a special meeting is called. This meeting allows stockholders to evaluate potential candidates and exercise their voting rights to select individuals who can effectively oversee the corporation's affairs. 4. Special Meeting for Dividend Declaration: Occasionally, a special meeting may be convened to discuss and approve the declaration of dividends or special distributions to the corporation's shareholders. This allows stockholders to voice their opinions on dividend amounts, payment terms, and any other associated matters. In Wisconsin, the procedures for calling a Special Stockholders' Meeting are typically outlined in the corporation's bylaws or governed by the Wisconsin Business Corporation Law. These regulations ensure that all stockholders have the opportunity to participate and make informed decisions on matters that affect their investments. In conclusion, the Wisconsin Call of Special Stockholders' Meeting is a vital corporate event that facilitates the exchange of ideas, decision-making, and voting by the shareholders. It addresses crucial matters that impact the corporation's governance, strategic direction, and financial well-being. By understanding the various types of special meetings, shareholders can actively engage in shaping the future of the corporation and protecting their investment interests.
Wisconsin Call of Special Stockholders' Meeting By Board of Directors of Corporation
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FAQ
Section 73(1) allows for a director authorised by the board of a company to call a meeting, and obliges them to call a meeting in the circumstances contemplated in (1)(b).
Under section 61 of the Companies Act 71 of 2008 (Companies Act), only the board of a company, or any other person specified in the company's Memorandum of Incorporation (MOI) or rules, has the power to call a shareholders' meeting.
Who can call the meeting? An AGM can be called by two or more members who own at least 10% of the company's share capital.
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
Sub-section (1) of section 100 empowers the board of directors to call extraordinary general meeting as and when it is deemed necessary. The board may call such extraordinary meeting depending upon the exigencies of the conduct of the business of the company.
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.
Under section 61 of the Companies Act 71 of 2008 (Companies Act), only the board of a company, or any other person specified in the company's Memorandum of Incorporation (MOI) or rules, has the power to call a shareholders' 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.
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.
