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Jun 15, 2011 09:12

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Re: business rules: shareholders anonymous June 18 2011, 20:03:58 UTC
Okay, I'm not a lawyer from the US (if you are one, please correct any mistakes you may find here) but based on the articles of incorporation and by-laws of corporations established in Delaware (where most corporations are incorporated and I think this is also where the restructured Facebook (the one which replaced the corporation which was registered in Florida after Thiel made an investment)) which I have examined, the general rule is one annual meeting. This holds true for listed/public and non-listed companies. I believe that this is also the rule in most jurisdictions.

Special meetings of the stockholders can be held in accordance with the requisites in the by-laws. Usually, these can be held upon the call of the Chairman of the Board or the President or upon the request of a certain percentage of directors/stockholders. These meetings are held to approve special corporate actions (i.e., mergers, dissolution or removal of a director) or when stockholder approval is required for a transaction (i.e., sale of all of the company's assets).

Short answer: It's possible for the shareholders to have four meetings in one year. However, since three out of the four meetings would be special meetings, it would be unusual if they were scheduled every quarter.

I hope this helped you, even a little bit.

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