Special Meeting
A meeting of shareholders other than the annual meeting, called for a specific purpose stated in the meeting notice. Other than procedural matters, business at a special meeting is limited to the purposes stated in the notice.
A special meeting of shareholders is a meeting other than the annual meeting, called for a specific purpose stated in the meeting notice. Other than procedural matters, business at a special meeting is limited to the purposes stated in the notice.
Who may call
Under § 21.352(a), a special meeting may be called by (1) the president, the board of directors, or any other person authorized by the certificate of formation or bylaws; or (2) holders of the percentage of shares specified in the certificate of formation, not to exceed 50% of shares entitled to vote. If no percentage is specified, the threshold is 10% of shares entitled to vote.
Purpose limitation
Under § 21.352(c), other than procedural matters, the only business that may be conducted at a special meeting is business within the purposes described in the notice. The rule protects shareholders from being asked to act at a special meeting on substantive business the notice did not describe.
Record date
Unless the bylaws provide otherwise, the record date for shareholders entitled to call a special meeting is the date the first shareholder signs the notice. § 21.352(b).
Special meetings are the standard mechanism for shareholder votes on transactions outside the ordinary annual cycle, such as mergers, asset sales, certificate amendments, and contested director elections. The 50%-cap on shareholder-call thresholds protects minority shareholders; a corporation cannot draft a certificate that requires a supermajority above 50% to call a special meeting.