Key Takeaways

  • Shareholders must be given clear advance notice of the meeting’s date, time, place, and agenda, typically within a state-specified timeframe.
  • A corporation’s bylaws or certificate of incorporation may allow the board, executives, or qualifying shareholders to call a special meeting.
  • Notice requirements vary by state but often require 10–60 days’ advance notice, with Delaware and California offering clear statutory guidelines.
  • Advance notice bylaws help avoid "surprise" nominations or proposals and often set strict submission deadlines.
  • Improper notice can invalidate meeting outcomes, especially if contested by dissenting shareholders.

A special shareholder meeting is sometimes called to handle issues that occur in between annual meetings, and often have certain requirements for calling and holding the meeting.

Annual shareholder meetings have become something that is expected from investors. Most companies hold this meeting in the spring, a few months after the fiscal year ending on December 31. This is considered “annual meeting season.” While most companies hold these meetings at executive offices, some companies will hold them at plants and stores. Some shareholders will come, discuss the state of the company, and vote on a few matters. Sometimes even more shareholders show up than company employees.

A shareholder meeting will often be called when shareholder input is needed in a major decision, such as a change in directors. Investors are also able to call special shareholder meetings, subject to a specific set of rules. There are some strategic advantages involved in scheduling a special shareholder meeting:

  • An investor can accelerate change by restructuring or making other changes, without having to wait for the annual meeting to do so.
  • An investor can demonstrate concrete support for a program without actually having a vote on that particular program.

Special stockholder meetings can be called by the board of directors or any person that is authorized in the certificate of incorporation or in the bylaws of the company. The corporation may allow others to call a special meeting such as the Board of Director chair, CEO, or shareholders, as long as it's specified in the Certificate of Incorporation or in the bylaws. Specifications vary state to state.

Who Can Call a Special Meeting?

While the board of directors is most commonly empowered to call a special shareholder meeting, authority can also be granted to executive officers (like the CEO or president), or to shareholders who meet ownership thresholds. These thresholds and authorizations must be specified in the company’s certificate of incorporation or bylaws.

Some states, like Delaware, default to the board’s authority unless otherwise stated in the governing documents. In contrast, other jurisdictions, such as California, may permit shareholders with as little as 10% of outstanding shares to call a special meeting, unless the corporate documents state a different threshold. Shareholder activists often rely on these provisions to initiate governance changes without waiting for annual meetings​.

Proper notification for a shareholder meeting is dependent on the bylaws of the company, but typically requires written notification by a shareholder holding a certain threshold of shares in the company. The letter will typically state that a meeting is requested and the reason for the meeting. The company then sets the meeting within a set time frame, such as 30 to 90 days, and establishes a record date for eligibility to vote at the meeting.

Statutory Requirements for Meeting Notice

Most state corporate laws require that shareholders receive written notice of a meeting within a specific time frame—typically no less than 10 and no more than 60 days before the meeting date. Delaware law, for instance, mandates a minimum of 10 days' and a maximum of 60 days' notice. California imposes similar rules for corporations formed under its jurisdiction​.

The notice must include:

  • The meeting's date, time, and place
  • A clear statement of the matters to be discussed or voted on
  • Instructions for remote participation (if applicable)
  • Information on how to access proxy materials, if distributed separately

Electronic delivery is allowed in many jurisdictions, but only with prior consent from shareholders. Failure to comply with notice laws can render actions taken during the meeting invalid.

All voting shareholders must be given written notice of the meeting, but it is not required that all voting shareholders attend the meeting. The bylaws cannot override this important requirement.

Sometimes, small businesses will hold their shareholder meetings without formal notice, and the shareholders will sign a waiver. This is not a good idea if there is any disagreement because a shareholder could refuse to sign and the shareholders will then not be able to take any action at the meeting.

In a special meeting, shareholders are not allowed to act on any business not included in the notice unless all shareholders sign a written waiver. Notice can usually be given via mail, in person, or electronic delivery (e-mail or fax), but it is always best to check the bylaws for clarification to avoid any problems.

Advance Notice Bylaws

Advance notice bylaws govern how and when shareholders must notify a corporation of their intent to present proposals or nominate directors at shareholder meetings. These provisions aim to prevent "ambush" tactics by requiring that nominations or proposals be submitted well before the meeting.

Typical features of advance notice bylaws include:

  • A submission window—often between 90 and 120 days before the meeting
  • Disclosure requirements for nominees or proponents (including beneficial ownership)
  • A requirement that proposals comply with SEC Rule 14a-8 (if applicable)

These provisions are enforceable so long as they are clear, reasonable, and consistently applied. Courts have upheld them as a valid means of ensuring orderly shareholder participation​.

An investor may call a meeting for some of the following reasons:

  • Dismiss some or all of the current directors
  • A change in size of the Board of Directors
  • The election of new directors to fill vacancies
  • To revoke amendments to the bylaws or Certificate of Incorporation

Many investors will need the support of other shareholders to call a meeting, unless they meet the ownership requirement in the business on their own. If an investor forms a large enough group, they will need to fill out a Form 13D disclosure. A demand for a meeting is different, and much easier, than soliciting votes for the issue at hand. However, if shareholders can get enough support to hold a meeting, they may be able to win additional votes, as well.

A shareholder meeting must be called, noticed, and held properly. There are general guidelines as to what this means, but every company will be different and will rely on its corporate documents. The annual meeting should be held on the date and time specified in its bylaws, which will be different for each corporation.

Consequences of Defective Notice

Failure to give proper notice can have serious consequences. If a shareholder can prove they were improperly excluded or not informed, any votes or corporate actions taken during that meeting may be subject to legal challenge.

Common outcomes of defective notice include:

  • Rescission of director elections
  • Nullification of bylaw amendments
  • Delay of proposed mergers or transactions

To avoid these issues, corporations often request waivers of notice from all shareholders, especially in closely held corporations where meetings are more informal. However, in contested settings or public companies, strict adherence to notice rules is essential to avoid litigation risk​.

At the annual meeting, the only required agenda item is to elect the board of directors, however, other items can be added as long as they are included in the meeting notice. The schedule, or meeting agenda at a shareholder meeting needs to follow both state corporation law and the individual bylaws of the company.

Frequently Asked Questions

  1. What is a stockholder meeting notice date?
    It refers to the deadline by which shareholders must be notified of a meeting. This date is regulated by state law and company bylaws to ensure fairness and transparency.
  2. How much notice is required for a shareholder meeting?
    Typically, between 10 and 60 days' notice is required, depending on state law. Delaware and California both follow this general timeline.
  3. Can shareholders call a special meeting?
    Yes, if the bylaws or certificate of incorporation allow it. Some states also grant this right by default if shareholders meet a minimum ownership threshold.
  4. What happens if shareholders aren't properly notified?
    Improper notice can invalidate the meeting and any decisions made. Affected shareholders may sue to void the meeting’s outcomes.
  5. What should be included in the meeting notice?
    The date, time, location (or online link), agenda items, and any procedures for proxy voting or remote participation should be clearly included.

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