Also known as: called meetings · special meeting
Written by attorneys · grounded in primary & secondary sources — see below
A shareholders or directors meeting convened outside the regular schedule to address specific corporate business.
Cascade Manufacturing's board fixes a record date thirty days before a called meeting demanded by shareholders holding the required percentage of votes. Shareholders entitled to notice and to vote are determined as of that date. The meeting proceeds with only those shareholders participating in the vote on the announced purpose.
Directors of Crystal Dynamics issue a notice stating the date, time, and place for a called meeting at which shareholders will vote on a certificate amendment. The notice complies with statutory timing and content rules. Shareholders who attend without objection cannot later challenge the meeting's validity on notice grounds.
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Shareholders of Cardinal Insurance deliver written demands for a called meeting to vote on removing incumbent directors. The corporation fails to schedule the meeting within the statutory period. A court orders the meeting to proceed so the shareholders can exercise their removal rights.
The board of Canyon Construction calls a special meeting to consider selling a controlling block of shares to a third party. Directors receive timely notice of date, time, and place. The sale receives the required vote and binds the corporation.
Majority shareholders of Crystal Dynamics call a meeting to approve redeeming shares held by a minority holder at a premium price. Minority shareholders object that the price is unfair. The court examines whether the called meeting satisfied fiduciary duties owed to all shareholders.
A dissident shareholder group calls a meeting of Cardinal Insurance shareholders to solicit written consents removing the board. The corporation challenges the solicitation as improperly conducted. The court determines whether the called meeting and consent process complied with disclosure rules.
Under the Model Business Corporation Act, a special meeting may be called by the board of directors or by any person the articles or bylaws specifically authorize. Shareholders holding the required percentage of votes may also compel a meeting by delivering written demands.
Only business within the purpose or purposes described in the meeting notice may be conducted at a special meeting of shareholders. A shareholder who attends without objecting waives the right to challenge consideration of matters outside the stated purposes.
The bylaws may fix or provide the manner of fixing the record date. If the bylaws are silent, the board may fix the record date, which may not be more than seventy days before the meeting.
Shareholders who signed a valid demand may apply to a court for an order compelling the meeting when notice is not given within thirty days or the meeting is not held as noticed.
…department, or with William Moore, then the head of Trans Union's legal staff. On Friday, September 19, Van Gorkom called a special meeting of the Trans Union Board for noon the following day. He also called a meeting of the Company's Senior Management to convene at 11:00 a.m., prior to the meeting of the Board. No one, except…