Also known as: special shareholder meeting · special shareholders meeting · special meeting of shareholders · special meeting
Written by attorneys · grounded in primary & secondary sources — see below
A meeting of a corporation's shareholders convened outside the annual schedule to address designated corporate matters. Only business within the purposes described in the meeting notice may be conducted.
Southland Foods board calls a special shareholders meeting to approve a merger. The corporate secretary mails notice stating the date, time, place, and record date to all shareholders entitled to vote fifteen days before the meeting. Sebastian Santos receives the notice and attends. The meeting proceeds with a quorum and the merger receives approval.
Solstice Ventures directors schedule a special shareholders meeting after receiving a demand from holders of twenty-five percent of voting shares. The board issues notice describing the purpose as removal of two directors. Sarah Sullivan, a shareholder, receives the notice and votes at the meeting. The shareholders remove the directors by majority vote.
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Silverline Industries shareholders holding the required percentage deliver written demands for a special meeting to consider a bylaw amendment. The board fails to call the meeting within thirty days. Stella Shapiro, one of the demanding shareholders, petitions the court to order the meeting. The court directs the corporation to hold the special meeting.
Spectrum Financial board calls a special shareholders meeting solely to elect a replacement director. At the meeting a shareholder attempts to raise an unrelated compensation issue. Sabrina Shah, the chair, rules the new business out of order because it was not stated in the notice. The meeting concludes after the election vote.
Sophia Singh and other shareholders deliver valid demands for a special meeting to vote on a sale of assets. The corporation neither notices nor holds the meeting. The shareholders apply to court for relief. The court orders the special shareholders meeting to proceed on a fixed date.
Serena Soto receives late notice of a special shareholders meeting called to ratify a prior transaction. She attends without objection, participates in discussion, and votes. After the meeting she challenges the action for insufficient notice. The court holds that her attendance without objection constitutes waiver of the notice defect.
The board of directors or any person the articles or bylaws specifically authorize may call a special shareholders meeting. Shareholders holding the required percentage of votes may also compel a meeting by delivering written demands that state the purpose.
The corporation must notify shareholders entitled to vote of the date, time, place, and record date no fewer than ten nor more than sixty days before the meeting. The notice must describe the purposes for which the meeting is called.
Only business within the purposes described in the meeting notice may be conducted. Any action outside those stated purposes is not authorized at the special meeting.
Shareholders who signed a valid demand may apply to court for an order directing the corporation to hold the meeting. The court may set the time and place and prescribe the notice to be given.
…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…