Also known as: on-call · on-call time · standby duty
Written by attorneys · grounded in primary & secondary sources — see below
The summons or request issued by a corporation's board of directors or by persons authorized in the articles or bylaws to convene a special meeting of shareholders.
Select any source to read its text and confirm it supports the definition.
Ellie, president of Park Construct, announced a special shareholder meeting after informal board discussions about cost overruns. Marjorie sought to enjoin the meeting, claiming no formal designation occurred. The court examined whether the bylaws permitted the president to issue the call without an express board resolution.
The board of directors of Apex Manufacturing issued a call for a special shareholder meeting to approve a merger. A minority shareholder challenged the validity of the call because it was made by the CEO rather than the board. The court reviewed the articles to determine whether the CEO was an authorized person under the bylaws.
The corporation's bylaws authorized the secretary to call a special meeting upon written demand of 10 percent of the shares. After receiving such a demand, the secretary issued the call. Shareholders later disputed whether the call complied with the statutory requirements for timing and notice.
The articles of incorporation expressly empowered the president to call special shareholder meetings without prior board action. When the president called a meeting to address a financial crisis, dissenting directors argued the call was ultra vires. The court examined the articles to resolve the authority question.
The statute permits a special meeting on call of the board of directors or of any person or persons authorized by the articles of incorporation or bylaws. No other corporate actor may issue the call without that designation.
Supporting sources
…an investigation of call-girl activity the police focused their attention on three prostitutes actively plying their trade on call, each of whom was using Lauria’s telephone answering service, presumably for business purposes. On January 8, 1965, Stella Weeks, a policewoman, signed up for telephone service with…