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.
(1) The board of a company, or any other person specified in the company’s Memorandum of Incorporation or rules, may call a shareholders meeting at any time.
Definition. Meeting of the shareholders of a corporation, held at least annually, to elect members to the board of directors and hear reports on the business’ financial situation as well as new policy initiatives from the corporation’s management.
Generally, the directors of a corporation are responsible for calling both annual meetings and special meetings of shareholders. The formal notice of the meeting must be signed by the person or persons having authority to do so, otherwise the meeting will be improperly constituted and have no legal effect.
A shareholder or group of shareholders representing at least 5% of voting rights can request the directors of the company to call a general meeting (section 303, Companies Act 2006). A shareholder cannot ask a court or government body to call or intervene in a general meeting.
Shareholder meetings are generally administrative sessions that follow a specific format set forth well in advance of the meeting. The format dictates parliamentary procedure, the amount of time allocated for each speaker, and procedures for shareholders who wish to make statements.
Can members call a general meeting?
Section 249F of the Corporations Act provides that members with at least 5% of the votes that may be cast at a general meeting may call, and arrange to hold a general meeting. The members calling the meeting must pay the expenses of both calling and holding the meeting.
WHO calls an annual general meeting?
If the Board fails to convene its Annual General Meeting in any year, any Member of the company may approach the prescribed authority, which may then direct the calling of the Annual General Meeting of the company. Section 96 of the Act requires that the Annual General Meeting should be held in each year.
How do you call an extraordinary general meeting?
An extraordinary general meeting can be called by either a:
- committee member (if approved by the majority of voting committee members)
- written request signed by at least 25% of lot owners or their representatives.
- person authorised by an adjudicator’s order.
Special meetings cover specific topics that must receive a vote of the shareholders. Common topics for both annual and special shareholder meetings include the appointment or removal of directors, board recommendations for mergers, asset sales and other important activities, as well as shareholder initiatives.
Steps to Hold An Annual Meeting:
- Schedule Meeting and Send Notice. Like all corporate meetings, the annual meeting requires notice to all shareholders (if a shareholders meeting) and notice to all directors (if a directors meeting). …
- Conduct the Annual Shareholder’s Meeting. …
- Prepare Minutes of Meeting.
According, to General Clauses Act, 1897, a ‘year’ means a period of 12 months running from l” January to 31st December. Thus, holding of an . Annual General Meeting, in every calendar year is a statutory requirement. The proper authority to call Annual General Meeting is the Board of Directors.