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Meetings of Stockholders - Coggle Diagram
Meetings of Stockholders
USA
Amended and restated U.S. Bylaws
ARTICLE II MEETINGS OF STOCKHOLDERS
2.1 Annual Meeting
Defines that such a meeting will happen each year at the time and date that the Board decides
In this meeting, the stockholders will elect directors and perform other relevant business
2.2 Special Meeting
This type of meeting can be called at anytime by the Chairman of the Board, the President or the Board
Stockholders of not less than 10% of shares are entitles to vote
(or as stated in the Charter)
Time and place of meeting is determined by the person(s) calling the meeting
2.3 Place of Meeting
Annual meeting
Held anywhere in or out of Delaware
Decided upon by the Board
Special meeting
Held anywhere in or out of Delaware
Decided upon by the Board
Meetings of stockholders
held at the principal office of the Corporation
(unless another place is designated for meetings)
2.4 Notice
a notice of what will happen at the meeting must be
sent to all stockholders entitled to vote
will be sent to their registered address in the records of the Corporation
must be sent 10-60 days before the meeting
2.5 Voting List
10 days before the meeting, the list of stockholders entitled to vote is created
it is made available to all stockholders entitled to vote to view 10 days before the vote
online
physically
2.6 Quorum
when enough stockholders entitled to vote are present at a meeting, they form a quorum
If not enough stockholders entitled to vote are present at a meeting, the rest of the non-voting stockholders may adjourn the meeting
Notice is given to announce the date of the adjourned meeting
Any business from the first meeting may be done at the adjourned meeting
2.7 Required Vote; Withdrawal of Quorum
The majority vote of the quorum decides the vote
When a share is represented, the matter voted upon must be decided on before the end of the meeting
or else, it continues to the new record date
or set for the adjourned meeting
2.8 Method of Voting; Proxies
Each stockholder entitled to vote holds one vote
They may vote in person, or by proxy
Vote by Proxy
The vote by proxy is filed with the Secretary of the Corporation
at the time of the vote
Proxy votes are revocable unless it is stated as irrevocable and
is supported by law to be irrevocable
2.9 Record Date
this date is set for:
Stockholders entitled to vote for a notice or adjournment who are entitled to receive payment or may exercise rights to change
The Board can fix a record date
which must be less than 60 days before the date
of the meeting and 10 days before it
If this date is not fixed:
must be announced on the close of business on the day before the meeting if the notice is waived
Record date is announced on the close of business on the day that the Board adopts the related resolution
The Board can adjourn the meeting if they can fix a new record date for the adjourned meeting
To assign the stockholders for a decision, the Board may fix a Record Date no more than 10 days after the date where the resolution is fixed
Stockholders requesting action by written consent can request the Board to fix a record date
This notice specifies the action proposed to be consented to by stockholders
The Board will fix a record date no more than 10 days later
2.10 Conduct of Meeting
Chairman of the Board presides over all meetings, or else the President
The Secretary keeps record of each stockholder meeting
In the absence of an officer, another officer will be assigned to fill his place under the bylaws or appointed by some person appointed by the meeting
2.11 Inspectors
The Board can appoint one or more inspectors to act at a meeting or adjournment
The Board can appoint more on account of no show or that when none have been appointed
An Inspector has signed an oath faithfully to execute the duties of Inspector with impartiality and to the best of his abilities
They determine the number of shares represented at the meeting, the existence of a quorum, validity and effect of proxies
They receive votes, ballots,and consents, hear and determine all challenges and questions related to voting, count and tabulate all votes, ballots, and consents
They determine the voting results, and ensure fairness at votes
On request of the Chairman, they will make a written report of any challenge, request or matter and execute a certificate of any fact found by them
Does not have to be a stockholder
No director or candidate for the office of director can be an inspector for an election of directors
2.13 Advance Notice by Stockholders of
Nominations and Proposals of Business
Nominations for person(s) to be elected to the Board may be made at Annual meeting or Special meeting
That person must be a stockholder or at the direction of the Board
Between 90 and 120 days before the vote, the stockholders are given all of the available materials to make an informed decision
Applies to any person up for nomination as director
Applies to any business that a stockholder proposes to the Board
All relevant information must be shared with the Board when a stockholder gives notice and the beneficial owner/on whose behalf the proposal is made and shall be updated through the date of the meeting for any material changes
Applies to nominations and to business brought to the Board
Unless exceptions apply, someone is not up for (re)election as a director at an annual meeting if
The person is nominated by a stockholer
The person is nominated by or at the direction of the Board
The Chair has the power and duty to determin if a proposal of business is in accord with the established procedure in the Bylaws
To be elected, the person in question must be present at the meeting
Public announcement in a Dow Jones Service press release, Associated Press, or comparable news service will be made
All stockholders are to comply the the Exchange Act
Nothing in this section is to affect the rights of stockholders to ask to include proposals
2.12 Approval of Corporate Action by
Stockholders Without Meeting
Actions that normally require a decision at an Annual or Special meeting can be made without a meeting if there is written approval from the majority of stockholders entitled to vote
It is then delivered to its registered office in Delaware, its principal place of business, or to an officer/agent with custody of the meetings minutes book
Sent by mail or in person
Prompt notice will be given to the stockholders who did not consent or were not able to take notice even if entitled to vote.
France
Statuts d'une association
ARTICLE 2 - SIÉGE SOCIAL
States where the meetings will take place
Siège social (registered office)
ARTICLE 11 - ASSEMBLEE GENERALE ORDINAIRE
Includes all members of the association, no matter what title they hold
The statutes can determine:
The membership fee
If someone does not take part in the Assemblée générale ordinaire
This includes when exactly they will meet – months, years…
15 days before the meeting date, the secretary summons the association members with a notice
The date of the meeting is included in their summons
Assemblée Générale
Sets the annual dues and sets the requirements for entry for each position of members
Only items on the agenda can be discussed
After these items, the renewal of current members is discussed
Decisions are made with the majority voice of present or represented members (suffrages exprimés – ballots cast)
Here, place the arrangements for the quorum and what the majority voice is for validating the decisions of the Assemblée générale ordinaire
Also write the rules of representation of absent members (if necessary)
Vote are done by “hand raising”
Except for electing council members
The decisions made by the council affect all members, those who are present at the meeting, and those who were not
This meeting is called if needed, or on request of more than half of the entitled members
The président can call an Assemblée générale extrodinaire
Following the terms of the current statutes
Only for modifying or dissolution of the articles of association or for deeds relating to immovable property
The terms of meeting are the same as the Assemblée générale ordinaire
Decisions are made by the majority (or 2/3s) of present members (or suffrages exprimés – ballots cast)
ARTICLE 13 – CONSEIL D’ADMINISTRATION
Not necessary, but practical and widespread
Managed by a council elected for X years by the Assemblée générale
Members are eligible more than once
The council is renewed each year
The first year, the members are picked by random draw
Members can be replaced temporarily in case of vacancy
They act in the stead of the member they are replacing
Decisions are made by majority vote
In case of a tie, the president’s vote is the deciding vote
The conseil d’administration can delegate its powers to one or more members for a specific period of time