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N Cal Attorney
N Cal Attorney, Attorney
Category: Business Law
Satisfied Customers: 9396
Experience:  Since 1983
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Section 600 of the California Corp Codes states (d) Special

Customer Question

Section 600 of the California Corp Codes states "(d) Special meetings of the shareholders may be called by the
board, the chairperson of the board, the president, the holders of
shares entitled to cast not less than 10 percent of the votes at the
meeting, or any additional persons as may be provided in the articles
or bylaws"....does this mean that I, as a 45-50% shareholder can give notice of the place and time of the meeting...or do I have to request the corporation to set the special meeting, and then go to court if they refuse to do so? At this point there is only one other equal shareholder who is active...I resigned. And if I have to go to court, what type of filing do I submit...?
Submitted: 6 years ago.
Category: Business Law
Expert:  N Cal Attorney replied 6 years ago.
Normally the shareholders send a letter to the Board of Directors of the corporation demanding that a special meeting be called. If the corporation refuses, the shareholders apply to the Superior Court for an order setting a special meeting.

However, the statute you quoted does allow the shareholders to just notice a special meeting without first asking the Directors.

So my answer is yes, if you own 45% of the shares, you can notice a shareholders meeting.

I hope this information is helpful.
Customer: replied 6 years ago.
for clarification, are you saying that I can SET the date, time, and agenda for the meeting?...if so, I assume I am SETTING the meeting, but the Corporation is responsible for formally notifying all of the shareholders. Also if so, since it will be for election of the board of directors the notification of the meeting must include the nominations, so how are the nominees selected for adding to the meeting notification?....and finally, how do I legally determine how many directors are authorized...since basically it is going to be a 50-50 vote
Expert:  N Cal Attorney replied 6 years ago.
Do the Articles of Incorporation specify the number of directors?