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Hyperdynamics Corporation
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Strong Buy
Some Info On Voting RequirementsVoting Rights and Requirements Now that each shareholder has proper notice of the meeting, they will want to exercise their right to vote their shares for each board of director seat. We’ve put together a list of five factors to consider regarding shareholder rights and requirements. 1. How Many Votes Do Shareholders Have? Unless otherwise provided in the certificate of incorporation and subject to DGCL Section 213 (record date shareholders), each shareholder shall be entitled to 1 vote for each share of capital stock held by such shareholder. In other words, one share, one vote. 2. Written ballot. All elections of directors shall be by written ballot unless otherwise provided in the certificate of incorporation. If it is authorized by the board of directors, such a requirement shall be satisfied by a ballot submitted by electronic transmission in compliance with the DGCL Section 211(e). 3. Proxy. Each shareholder entitled to vote at a meeting of shareholders may authorize another person or persons to act for such shareholder by an instrument in writing or by an electronic transmission permitted by DGCL and your company bylaws. 4. Quorum. In order for an election of the board of directors to take place, there must be a minimum number of shareholders entitled to vote present at the election. This is called a Quorum. The articles of incorporation or bylaws of a corporation may specify the number of members having voting power required to be present, or represented by proxy, at any meeting in order to constitute a quorum in accordance with DGCL. Note that in most instances no quorum may consist of less than 1/3 of the shares entitled to vote at the meeting, except where a separate vote by a class or series or classes or series is required. Generally, a majority of voting shares are needed to be present at a meeting to constitute a quorum, and subsequently a valid meeting and vote. If a quorum is not present, the corporation will have to adjourn the meeting and reset it, conforming with all applicable restrictions mentioned in this post. This adds undue delay and cost to the meeting, which can affect your relationship with your shareholders. 5. Plurality. |
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Msg # | Subject | Author | Recs | Date Posted |
125935 | Re: Some Info On Voting Requirements (quorum defined in last 2 proxies) | thirdcoaster | 0 | 2/24/2017 12:25:47 PM |