50-State Surveys › Corporate Shareholder Meeting, Proxy, and Written-Consent Requirements by State
Corporate Shareholder Meeting, Proxy, and Written-Consent Requirements by State
How may an ordinary domestic private business corporation call and conduct an annual or special shareholder meeting, use proxies or written consent, and satisfy notice, record-date, remote-participation, list, quorum, voting, adjournment, and post-consent notice rules?
51 of 51 jurisdictions verified
every entry statute-checked, oldest 2026-08-22
What this survey covers
Shareholders may act at an annual or special meeting and, where the statute and governing documents permit, without a meeting by written or electronic consent. Those routes have different clocks, thresholds, and records. A proxy appoints someone to act for a shareholder; it is not itself a shareholder vote or a substitute for the corporation's notice, quorum, or transaction requirements.
This survey follows routine private-company procedure from the meeting call and record date through notice, participation, the voting list, proxies, quorum, voting, and consent. It keeps those mechanics separate from public-company solicitations, contested elections, beneficial-owner systems, and the special approval rules for extraordinary transactions.
The comparison axes
The table separates annual and special meetings because their triggers differ. An annual meeting commonly centers on electing directors. A special meeting may be called by the board or named officers, by persons authorized in the articles or bylaws, or by shareholders who deliver a demand meeting a statutory voting- power threshold. Court relief has its own time and standing rules.
Notice, record dates, remote access, and shareholder lists are independent steps. The notice window does not determine the record date, and permission to hold a remote meeting does not eliminate identity, access, communication, voting, or record safeguards. A voting list may be required before and during the meeting even when the corporation's ownership ledger is maintained electronically.
Proxy and consent rules also answer different questions. A proxy may have a default term and remain revocable unless it is coupled with an interest. Action without a meeting may require unanimity or only the vote that would suffice at a meeting, but that route can depend on an articles opt-in and can carry a short collection period plus later notice to holders who did not consent.
What the completed table shows
The most common structure requires an annual meeting at the bylaw-fixed time, uses a majority of votes entitled as the ordinary quorum, gives meeting notice within a window that commonly begins 10 days before the meeting, and assigns a proxy an 11-month default term. Those are only baselines. Special-meeting rights often begin at 10% of the votes on a proposed issue, but some states permit a different articles or bylaws percentage, some use higher or purpose-dependent thresholds, and others provide no general holder-demand percentage or only a court application after an election or meeting failure.
Consent rules form the sharpest divide. Many states allow unanimous action and permit a meeting-equivalent threshold only through the articles or another specified governing record. Others make meeting-equivalent consent the ordinary rule, retain unanimity, or impose a distinct supermajority. Collection periods, revocation, delivery, tabulation, advance notice, and later notice remain independent requirements. For example, D.C. Code § 29-305.04 uses an articles opt-in, a 60-day collection period, and later notices, while Wyoming Statutes § 17-16-704 adds exact delivery, electronic-authorization, revocation, tabulation, and 10-day notice rules.
Remote participation also ranges widely. Most modern acts authorize hybrid or remote-only meetings and condition presence on identity, access, communication, voting, and record safeguards. A smaller group has no general remote-meeting route or uses much shorter language without the full safeguard set. Quorum variation, cumulative voting, voting-list remedies, and court-ordered meeting relief likewise change independently, which is why the comparison keeps all ten axes separate.
Scope boundaries
This is a procedure survey for ordinary domestic private business corporations. It does not decide whether a proposal, election, amendment, merger, financing, distribution, sale, or dissolution is substantively authorized or advisable. It does not cover federal proxy materials, exchange rules, broker voting, shareholder proposals, public-company solicitations, beneficial-owner systems, contested elections, fiduciary disputes, or appraisal litigation.
Get this answered for your state
This survey compares every state side by side. Ask about your specific situation and see what your state's law says, with citations to the statutes.
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| State | Governing law, entity, and procedure scope | Annual meeting, place, timing, and failure | Special meeting callers, demands, and court route | Notice, purpose, waiver, adjournment, and postponement | Record date, shareholder list, and inspection | Remote participation, identity, access, and presence | Proxy form, term, revocation, and irrevocability | Quorum, vote, adjournment, and director election | Written consent, delivery, effect, and notice | Public-company, ownership, contest, and transaction boundaries |
|---|---|---|---|---|---|---|---|---|---|---|
| Alabama verified 2026-08-22 | Alabama Business Corporation Law, Title 10A Chapters 1 and 2A; ordinary domestic private business corporation and routine stockholder procedure, principally §§ 10A-2A-7.01 through -7.32 |
Annual meeting at certificate/bylaw time to elect directors unless elected by written consent; governing-document place inside/outside Alabama, principal-office default, or board-authorized remote-only; omission does not invalidate action; court route after earlier of 12 months after fiscal year-end or 15 months after last annual meeting (§§ 10A-2A-7.01, -7.03) |
Board or certificate/bylaw-authorized person; no statutory holder-demand percentage, but governing documents may create the right and specify it; first delivered demand is default record date and sufficient signed demands must arrive within 60 days; court route if no notice within 30 days or meeting not held as noticed (§§ 10A-2A-7.02 to -7.03) |
Notice 10-60 days before meeting with place, date, time, remote means, and any separate voting record date; annual purpose only when otherwise required, special purpose always; signed written or attendance waiver; announced/displayed adjournment generally needs no new notice; no separate postponement route stated (§§ 10A-2A-7.05 to -7.06) |
Certificate/bylaws or board fix nonretroactive date no more than 70 days before action; default is earlier of board call or day before first notice; separate later voting date allowed; new date required after noncourt adjournment beyond 120 days; notice/voting lists available by tenth day before meeting at a place or electronic network, with demand, copy, confidentiality, court-compulsion, and postponement rules (§§ 10A-2A-7.05, -7.07, -7.20) |
Board-authorized participation by class/series and remote-only meeting unless governing documents require a place; reasonable stockholder verification, substantially concurrent communication and read/hear access, participation, and voting opportunity; qualifying stockholder is present; no separate remote proxyholder route or vote-retention rule stated (§ 10A-2A-7.09) |
Stockholder/agent/attorney-in-fact signed form or dated attributable electronic transmission; effective at inspector/tabulator receipt; stated term or 11-month default; revocable unless stated irrevocable and coupled with listed interest; death/incapacity, transfer, and good-faith acceptance rules apply (§§ 10A-2A-7.22, -7.24) |
Majority votes entitled is default quorum, certificate may vary subject to statutory floors, and represented stock stays present through adjournment absent new record date; favorable votes must exceed opposing votes unless certificate requires more; directors by plurality; cumulative voting only by certificate opt-in and 48-hour notice or conspicuous meeting/proxy notice (§§ 10A-2A-7.25, -7.27 to -7.28) |
Unless certificate opts out, meeting-equivalent voting power signs written or electronic consents describing action and delivers them to records; 60-day collection from earliest delivery, conditional future effect allowed, revocable unless stated irrevocable, effective on sufficient delivery absent tabulation delay; nonvoters/nonconsenters receive notice within 10 days (§§ 10A-2A-7.04, 10A-1-1.03) |
Ordinary private-company procedure only; beneficial-owner certificates, proxy-access/expense bylaws, inspectors, voting trusts/agreements, unanimous stockholder agreements, public solicitations, contests, fiduciary/appraisal disputes, and transaction approvals are separate (§§ 10A-2A-2.05, 10A-2A-7.23, -7.29 to -7.32) |
| Alaska verified 2026-08-23 | Alaska Corporations Code, AS Chapter 10.06; ordinary domestic for-profit corporation, excluding foreign corporations and national banks, subject to articles, bylaws, and qualifying shareholder agreements (Alaska Stat. § 10.06.990(13)) |
Annual meeting at bylaw time or board-set time; bylaws may provide in-state, out-of-state, remote-only, or hybrid format, otherwise board direction or registered office; shareholder court route if none within any 13 months; omission does not forfeit, dissolve, or invalidate action; directors elected annually unless classified (§§ 10.06.405(a)-(b), (d), .453(e), .455) |
Board, board chair, president, holders of at least one-tenth of all shares entitled to vote, or articles/bylaws-authorized persons may call directly; § 10.06.405 states no separate demand content, delivery, board-response, or call-failure court route (§ 10.06.405(c)) |
Written/printed notice 20-60 days before meeting with physical place, remote manner, day, hour, and special purpose; personal, mail, or shareholder- authorized electronic delivery; signed written waiver before or after; surveyed provisions state no general attendance waiver, adjournment-notice, or postponement rule (§§ 10.06.410, .935) |
Books may close up to 70 days and at least 20 before meeting; alternative record date is 20-60 days before meeting; default is notice-mailing date; alphabetical address/share list at least 20 days before at registered office and meeting or secure network; failure does not invalidate action; responsible officer/agent faces $5,000 penalty after written request (§§ 10.06.408, .413) |
Bylaws provide remote-only/hybrid format; board may permit shareholder and proxyholder remote participation and set location/method procedures; notice states presence/voting method; participant deemed present; current provisions state no general identity-verification, concurrent-access, or action-record safeguard (§§ 10.06.405(a), .410(a), .420(k)) |
Signed written or qualifying electronic proxy; ordinary proxy invalid after 11 months; revocable by delivered writing, later proxy, or in-person/remote voting; death/incapacity matters only after written corporate notice; stated irrevocability plus specified interest and period required; transfer and interest-ending rules apply; good-faith acceptance standards (§§ 10.06.418, .420(c), .421) |
Default majority of entitled shares present, remote, or proxy; articles may vary but never below one-third; ordinary approval is majority represented and entitled; after withdrawal, action needs at least majority of shares required for quorum; one vote per share and cumulative director voting by default, with no general plurality rule stated (§§ 10.06.415, .420(a), (d)) |
Unless articles/bylaws prohibit, identical written consents describing action must be signed by all outstanding shares entitled to vote; revocation only by writing received before required consents are filed with secretary; general record-date authority applies but no consent-specific default, electronic- consent route, fixed collection period, effect-time rule, or later notice is stated (§§ 10.06.408, .423) |
Separate shareholder agreements may govern selection and transfers; voting trusts require written agreement and corporate deposit; federal proxy, beneficial-owner, public-market, contested-election, fiduciary, and transaction-specific approval rules remain outside routine procedure (§§ 10.06.424-.425) |
| Arizona verified 2026-08-22 | Arizona Business Corporation Act, A.R.S. Title 10, chapters 1-17; ordinary domestic for-profit corporation subject to its articles and bylaws (A.R.S. §§ 10-141, 10-701 to 10-728) |
Annual meeting at bylaw-stated/fixed time; bylaw place in or outside Arizona, otherwise known place of business; omission does not invalidate action; shareholder court route after earlier of 3 months past bylaw date or 15 months after last annual meeting (§§ 10-701, 10-703) |
Board or articles/bylaws-authorized person; if no directors remain, any officer or shareholder may call; current § 10-702 states no general shareholder-percentage demand route, although § 10-703 retains a remedy for a signer of a demand valid under § 10-702 (§§ 10-702, 10-703, 10-810(D)) |
Notice 10-60 days before meeting with date/time/place; annual purpose usually optional, special purpose required; mail/electronic methods under general notice rule; written or attendance waiver with timely objection; announced adjournment needs no new notice unless a new record date applies; no general postponement rule in surveyed sections (§§ 10-141, 10-705 to 10-706) |
Bylaws or board fix future date no more than 70 days before meeting/action; statutory first-notice, first-demand-signature, and first-consent-signature defaults; alphabetical list available from 2 business days after notice through meeting; written-demand inspection/copy and court remedy; list defect does not invalidate action (§§ 10-702(B), 10-704(D), 10-705(D), 10-707, 10-720) |
Unless articles/bylaws say otherwise, board may permit, limit, or require remote participation; notice states method; deemed presence/voting requires identity verification, substantially concurrent participation/voting, and an action record; electronic vote needs authorization data (§ 10-708) |
Shareholder/agent/attorney-in-fact signs paper or authorized electronic appointment; effective on tabulator receipt; 12-month default unless articles/bylaws or appointment provide otherwise; revocable unless conspicuously irrevocable and coupled with interest; death/incapacity matters after written notice; good-faith acceptance/rejection rules (§§ 10-722, 10-724) |
Majority of votes entitled is default quorum; articles may provide otherwise and expressly may require more; represented share ordinarily remains for meeting/adjournment; ordinary action passes when votes for exceed votes against; directors by plurality with cumulative voting unless articles opt out; no general no-quorum adjournment vote stated (§§ 10-725 to 10-728) |
Meeting-equivalent vote generally; unanimity for director election/removal, a governing-document unanimity rule, issuing public corporation unless varied, and pre-Aug. 6, 2016 corporation unless later opted in; paper or electronic, delivered into records, first-signature record date, revocable before sufficient delivery, usually effective on delivery, 30-day later notice; no collection deadline stated (§ 10-704) |
§ 10-704(B)(3) separately treats issuing public corporations; federal proxy and solicitation rules, beneficial-owner/nominee systems, voting trusts and agreements, contests, appraisal, fiduciary disputes, and transaction-specific approval rules remain outside this private-company procedure survey |
| Arkansas verified 2026-08-22 | Arkansas Business Corporation Act of 1987; ordinary domestic for-profit corporation and registered shareholders, with beneficial-owner rights only through a nominee certificate (§§ 4-27-101, -140, -711) |
Annual meeting required at bylaw-set time; bylaws fix in-state/out-of-state place, default principal office. Omission does not invalidate corporate action. Court route after earlier of 6 months after fiscal-year end or 15 months after last annual meeting (§§ 4-27-701, -703) |
Board; articles/bylaws-authorized person; or holders of at least 10% of votes entitled on any proposed issue by signed, dated demands to secretary stating purposes. Default demand record date is first signature. Court route if no notice within 30 days or meeting not held as noticed (§§ 4-27-702 to -703) |
Ordinary notice 10-60 days; capital-stock/bond-increase proposal 60-75 days. Date/time/place required; annual purpose ordinarily optional, special purpose required. Signed written waiver or nonobjecting attendance; announced adjournment needs no new notice unless new record date; no general postponement rule (§§ 4-27-141, -705 to -706) |
Bylaws or board may fix date no more than 70 days before action; meeting default day before first notice, demand/consent default first signature; new date required after over-120-day adjournment. Alphabetical voting-group list available 2 business days after notice through meeting; shareholder inspection/copying and court order/postponement remedy (§§ 4-27-702, -704 to -705, -707, -720) |
No general shareholder remote-participation or remote-only-meeting authorization in the Act; meeting statutes use a place and contain no identity, access, concurrent-communication, electronic-voting, record, or deemed-presence safeguards. Wireless communication is a notice method, not remote-attendance authority (§§ 4-27-141, -701 to -705) |
Shareholder or attorney-in-fact signs appointment form; effective on receipt by tabulator. Default 11 months, express longer term with no stated maximum. Revocable unless form conspicuously says irrevocable and is coupled with an interest; statute states no separate electronic-proxy form (§§ 4-27-722, -724) |
Separate voting group: majority of votes entitled; articles may require greater, not lesser. Once represented, share remains present through meeting/adjournment unless new record date. Votes for exceed votes against; directors plurality. Cumulative voting only by articles plus conspicuous meeting/proxy notice or 48-hour holder notice (§§ 4-27-725, -727 to -728) |
Capital-stock/bond increase: unanimous written consent; other action: votes needed if all eligible shares were present and voted. State action, sign, deliver for minutes/records; default record date first signature; effect of meeting vote. No general collection period, revocation, or later nonconsenter notice; protected nonvoters get 10 days' advance notice (§§ 4-27-704, -1601) |
Beneficial owner is a shareholder only to rights granted by nominee certificate; corporation may adopt nominee-recognition procedure. Federal proxy/solicitation, public-company, broker, proposal, inspector, contested-election, fiduciary, appraisal, and extraordinary-transaction rules remain outside this private-company procedure survey (§§ 4-27-140, -711) |
| California verified 2026-08-23 | California General Corporation Law, ordinary domestic stock-corporation shareholder procedure; subject to articles and bylaws and separate regulated, close, public, and transaction rules (Cal. Corp. Code §§ 600-708, 1500, 1600) |
Annual meeting at bylaw-fixed date/time to elect directors; bylaw-fixed place inside or outside California, otherwise principal office; after 60 days past the fixed date or 15 months without a fixed date, any shareholder may seek a court-ordered meeting with represented voting shares as quorum (§ 600(a)-(c)) |
Board, board chair, president, holders entitled to at least 10% of meeting votes, or additional articles/bylaws callers; officer-request route sets the meeting 35-60 days after receipt, and no notice within 20 days lets callers give notice or seek a court order (§§ 600(d), 601(c)) |
Written notice 10-60 days before meeting, or at least 30 days if third-class mail; place/time/remote means plus special purpose and intended annual matters; announced adjournment needs new notice after >45 days or a new record date; written and attendance waivers subject to timely objection (§ 601) |
Board meeting record date 10-60 days before; defaults to business day before notice or meeting; new date required after >45-day adjournment. No separate general meeting-list preparation rule in surveyed provisions; § 1600 instead gives five-day 5%/qualified-1% list rights and proper-purpose inspection (§§ 701, 1500, 1600) |
Board-authorized subject to articles/bylaws; reasonable concurrent access and voting opportunity, vote/action record, and identity verification; remote-only requires unanimous consent, emergency finding, or full-duration live audiovisual feed with shareholder-chosen audio-only option (§ 600(a), (e)) |
Written, electronic, or qualifying oral-telephone authorization; presumptively valid; 11-month default unless proxy says otherwise; writing, later proxy, or in-person vote revokes; death/incapacity matters after written notice; stated irrevocability plus listed interest or secured duty/title required (§§ 178, 705) |
Majority of entitled shares by person/proxy, with one-third floor and ordinary majority cap; ordinary act needs majority represented/voting and at least half required quorum; withdrawal rule and no-quorum adjournment; cumulative voting after meeting notice, with highest affirmative totals elected (§§ 602, 708) |
Unless articles provide otherwise, meeting-equivalent minimum in signed writing, including authorized electronic communication; specified transactions get 10-day pre-consummation notice, others prompt notice; consent revocable before sufficient writings are filed; director election generally unanimous, vacancy exception majority (§§ 195, 603) |
Regulated management-company annual-meeting rule and Schedule 14A-based 1% inspection route are separate; transaction-specific approvals and notices, beneficial-owner systems, federal proxy law, inspectors, contested elections, and fiduciary disputes remain outside routine private-company procedure (§§ 600(b), 603(b), 1600(a)) |
| Colorado verified 2026-08-22 | Colorado Business Corporation Act, C.R.S. arts. 101-117 of Title 7; ordinary domestic private for-profit corporation and routine shareholder procedure, principally §§ 7-107-101 through -302 |
Annual meeting required at bylaw time or board-resolution fallback; bylaw place or board-resolution fallback inside/outside Colorado, principal-office default, and board may choose remote-only unless bylaws require a place; omission neither invalidates action nor forfeits/dissolves corporation; shareholder court route after earlier of 6 months after fiscal year-end or 15 months after last annual meeting (§§ 7-107-101, -103) |
Board, bylaw- or board-resolution-authorized caller, or holders of at least 10% of votes on a proposed issue; signed, dated written purpose demands; default demand record date is later of earliest demand date or 60 days before first demand receipt; caller/demander may seek court order if no notice within 30 days or meeting not held as noticed (§§ 7-107-102 to -103) |
Notice 10-60 days before meeting, except at least 30 days for authorized- share increase, with date, time, and place if any; annual purpose generally optional, special purposes required; written delivery ordinarily, with permitted oral/electronic routes; signed or attendance waiver with timely objection; announced adjournment needs no new notice absent new record date; no separate postponement rule stated (§§ 7-90-105, 7-107-105 to -106) |
Bylaws or board fix future record date no more than 70 days before action; meeting default is day before first notice and new date required after adjournment beyond 120 days; voting-group/class/series alphabetical list with address and holdings available from earlier of 10 days before meeting or 2 business days after notice through meeting/adjournment, with inspection, copying, fees/damages, and court routes (§§ 7-107-107, -201) |
Board authorizes by class/series and may choose remote-only unless bylaws require a place; reasonable shareholder verification plus substantially concurrent communication, read/hear access, participation, and voting; compliant shareholder is present; statute states no separate proxyholder or remote vote-record rule (§ 7-107-108) |
Signed appointment by shareholder/attorney-in-fact, attributable electronic transmission, or complete reliable reproduction; effective against corporation on receipt; stated term or 11-month default; revocable unless conspicuously irrevocable and coupled with interest, although corporation may honor a received signed revocation; death/incapacity and extinguished-interest notice rules plus good-faith acceptance apply (§§ 7-107-203, -205) |
Majority of votes entitled is default quorum with one-third statutory floor; represented share stays present through meeting/adjournment absent articles override or new record date; favorable votes must exceed opposing votes; articles or articles-authorized shareholder bylaw may require greater quorum or vote; highest-vote candidates win; post-1958 corporations default to cumulative voting unless articles opt out (§§ 7-102-102(3), 7-107-206, -208 to -209) |
Unanimity defaults unless articles require a meeting; articles may opt into meeting-equivalent threshold, while cumulative director election/removal requires unanimity; signed paper/electronic consents, sufficient documents within 60 days, detailed electronic delivery routes, revocation before effectiveness, first-receipt default record date, effect on last necessary receipt unless all documents state another date, and notice to nonconsenting voters after receipt of all necessary documents (§ 7-107-104) |
Ordinary private-company procedure only; board-created beneficial-owner recognition and voting-trust/agreement statutes are separate, while federal proxy/public-company systems, contests, fiduciary/appraisal disputes, and transaction-specific approvals remain outside this survey (§§ 7-107-204, -301 to -302) |
| Connecticut verified 2026-08-22 | Connecticut Business Corporation Act, Conn. Gen. Stat. §§ 33-600 to 33-998; ordinary domestic stock corporation, subject to its certificate and bylaws (§§ 33-600, 33-602(6)) |
Annual meeting at bylaw-set time unless director-election consent substitutes; bylaws set in-state/out-of-state place, principal-office default, or board may choose remote-only; omission does not invalidate action; court route after earlier of six months after fiscal-year end or 15 months after last annual meeting (§§ 33-695, 33-697(a)(1)) |
Board, certificate/bylaw-authorized person, or holders of at least 10% of votes on a proposed issue; signed, dated, purpose-stating demands delivered to secretary; first signature is default record date; court route if no notice within 30 days or meeting not held as noticed (§§ 33-696, 33-697) |
Notice 10-60 days before meeting with date/time, physical place if any, remote means, and any different voting record date; annual purpose usually optional, special purpose required; written signed or attendance waiver; announced adjournment ordinarily needs no new notice, while list refusal can support court postponement (§§ 33-699 to 33-700, 33-704(d)) |
Bylaws or board may fix notice/demand/vote/action dates no more than 70 days before; board may set later voting date through meeting day; new date after over-120-day adjournment; separate notice and voting lists when dates split, available from two business days after notice or promptly after voting date through meeting, physically or online with inspection/copy rights (§§ 33-701, 33-704) |
Board may authorize by class or series and may choose remote-only unless bylaws require a place; corporation must verify shareholder status and provide substantially concurrent communication, access, participation, and voting; compliant participant is present and may vote; cited section states no separate remote vote-record duty (§ 33-703) |
Shareholder, agent, or attorney-in-fact may sign or send attributable electronic appointment; effective on receipt by inspector or tabulator; complete reproduction accepted; 11-month default with express longer term and no stated maximum; revocable unless stated irrevocable and coupled with interest; death/incapacity matters after notice (§ 33-706) |
Majority of votes entitled is default quorum; represented share remains through meeting and adjournment unless new record date; ordinary action needs more votes for than against; directors default to plurality; cumulative voting only by certificate and requires conspicuous notice or 48-hour holder notice (§§ 33-709, 33-712) |
Unanimity by default; certificate may authorize meeting-equivalent minimum; dated, signed paper or electronic document delivered to minutes/records; sufficient consents within 60 days of earliest signature; written revocation before sufficiency; effect on sufficient delivery unless reasonable tabulation delay; notice to specified nonvoters and nonconsenters within 10 days (§§ 33-602(9), (36), (44), 33-698) |
Listed or regularly traded corporations must appoint inspectors, while a private corporation may; nominee recognition, public solicitations, contests, appraisal, fiduciary disputes, and transaction-specific approval remain separate (§§ 33-707, 33-713) |
| Delaware verified 2026-08-23 | Delaware General Corporation Law, Title 8, Chapter 1; ordinary domestic stock corporation and stockholder-of-record procedure, subject to the certificate, bylaws, stock ledger, voting agreements, and special statutory classifications (8 Del. C. §§ 101-102, 218-220) |
Annual meeting at bylaw-designated date/time to elect directors unless permitted consent substitutes; place fixed under certificate/bylaws or by board, including remote-only; omission does not invalidate acts or dissolve; Chancery route after 30 days past designated date or, if none, 13 months from latest organization, annual meeting, or consent election (8 Del. C. § 211) |
Board or persons authorized by certificate/bylaws may call; no general stockholder-demand percentage or call-failure court route stated; Chancery separately handles annual-meeting failure and contested elections or votes (8 Del. C. §§ 211(c)-(d), 225) |
Notice 10-60 days before meeting states place, date, hour, remote means, any separate voting record date, and special-meeting purposes; mail, courier, email, or qualifying electronic delivery; written/electronic or attendance waiver; announced/displayed adjournment normally needs no notice, but more than 30 days or a new record date does (8 Del. C. §§ 222, 229, 232) |
Board fixes meeting date 10-60 days before and may set later voting date; default is day before notice or meeting if waived; list prepared by tenth day before meeting and examined for germane purpose during 10-day premeeting period electronically or at principal place; Chancery may compel, postpone, or void results (8 Del. C. §§ 213(a), 219) |
Board in sole discretion may authorize hybrid or remote-only participation; corporation must reasonably verify stockholder or proxyholder, provide substantially concurrent participation, reading or hearing, and voting, and retain vote/action record; participant deemed present in person (8 Del. C. § 211(a)) |
Stockholder appoints by document or authorized electronic transmission with identity/authorization information; invalid after 3 years unless proxy gives a longer period; reliable reproductions accepted; irrevocable only if stated and coupled with a sufficient interest (8 Del. C. §§ 116, 212) |
Certificate/bylaws may set quorum and vote, but quorum cannot fall below one- third; defaults are majority of entitled shares for quorum, majority of present entitled shares for ordinary action, and plurality for directors; cumulative voting only by certificate opt-in; no separate loss-of-quorum rule stated (8 Del. C. §§ 214, 216) |
Meeting-equivalent threshold unless certificate opts out; written/electronic consents delivered to specified office, custodian, registered office, or designated system within 60 days after first delivery; signer may set future effect no later than 60 days and ordinarily revoke before effect; prompt notice to eligible nonconsenters (8 Del. C. §§ 213(b), 228) |
Inspector mandate ordinarily applies only to exchange-listed, quotation- authorized, or over-2,000-holder voting stock unless governing documents extend it; stock ledger, beneficial-owner inspection, voting trusts and agreements, contested votes, federal proxy rules, and transaction-specific approvals remain separate (8 Del. C. §§ 218-220, 225, 231) |
| District of Columbia verified 2026-08-23 | Business Corporation Act of 2010, D.C. Code Title 29 Chapter 3; ordinary domestic private business corporation, subject to articles, bylaws, share terms, and qualifying shareholder agreements (D.C. Code § 29-301.01) |
Annual meeting at bylaw time and place in or outside District, otherwise principal office; director election by consent may substitute, but cumulative-voting directors require unanimity; omission does not invalidate action; Superior Court route after earlier of 6 months after fiscal-year end or 15 months after last annual meeting (§§ 29-305.01, -305.03) |
Board, articles/bylaws-authorized persons, or signed, dated, delivered demands from default 10% of votes on proposed issue; articles may set lower or up to 25%; demand states purposes and is revocable before sufficiency; court route if notice not given within 30 days or meeting not held as noticed (§§ 29-305.02 to -305.03) |
Notice 10-60 days before meeting states date, time, place, and authorized remote means; special purpose required; signed record or attendance waiver subject to timely objection; announced adjournment ordinarily needs no new notice unless new record date applies; no general postponement rule stated (§§ 29-305.05 to -305.06) |
Bylaws or board fix date no more than 70 days before action; meeting default is day before first notice; list arranged by voting group and available from 2 business days after notice through meeting at principal office or meeting- city place; record-demand inspection/copying and court/postponement route; withholding does not invalidate action (§§ 29-305.05(d), -305.07, -305.20) |
Board may authorize remote participation by class or series and set procedures; corporation must reasonably verify each remote shareholder and provide real-time participation, voting, communication, and reading/hearing; participant deemed present; cited section does not expressly authorize a remote-only meeting (§ 29-305.09) |
Signed form or electronic appointment effective on tabulator receipt; 11-month default unless expressly longer; revocable unless stated irrevocable and coupled with interest; death/incapacity matters only after corporate notice; interest-ending, transferee, and good-faith acceptance rules apply (§§ 29-305.22, -305.24) |
Majority of votes in each voting group is default quorum; represented share remains present through meeting/adjournment; ordinary approval when votes for exceed votes against; articles may impose greater requirements; directors default plurality and cumulative voting only if articles opt in, with notice condition (§§ 29-305.25, -305.27 to -305.28) |
Unanimity by default; articles may authorize meeting-equivalent threshold; dated signed records delivered to corporation, 60-day collection period, revocable before sufficient delivery, effective on delivery absent authorized tabulation delay; notice within 10 days to nonvoting and nonconsenting holders (§ 29-305.04) |
Corporation may recognize nominee-held beneficial owner by procedure; public corporations must appoint election inspectors; voting trusts, voting agreements, and unanimous governance agreements are separate, with governance agreement ending on public status; federal proxy, contests, and transaction-specific approvals remain outside (§§ 29-305.23, -305.29, -305.40 to -305.42) |
| Florida verified 2026-08-22 | Florida Business Corporation Act, chapter 607, part I; domestic for-profit corporation, with articles and bylaws controlling where the Act permits variation (Fla. Stat. §§ 607.0101(1)-(2), 607.01401(13)) |
Annual meeting for director election and proper business at bylaw-set time, unless directors elected by written consent; bylaws/notice set in- or out- of-state place, otherwise principal office; omission does not invalidate action or dissolve corporation; court route after 15 months (§§ 607.0701, 607.0703(1)(a)) |
Board or articles/bylaw-authorized caller; shareholders with at least 10% of votes, articles may raise to 50%, must sign/date/deliver purpose demands collected within 60 days; revocable before sufficient demands unless articles say otherwise; court route if notice absent within 60 days or meeting not held as noticed (§§ 607.0702-.0703, 607.0707(2)) |
Notice 10-60 days before meeting with date/time/place, different voting record date, and authorized remote means; annual purpose usually optional, special purpose required; written waiver or attendance waiver subject to objections; announced adjournment ordinarily needs no new notice unless new record date; list/court provisions can postpone (§§ 607.0705-.0706, 607.0720(5)) |
Bylaws or board fix dates, maximum 70 days; statutory defaults for demand, consent, notice, and voting, with separate notice/vote dates allowed; adjournment beyond 120 days needs new date unless court orders otherwise; lists available before and through meeting for inspection/copy, with adjournment and court remedies but no automatic invalidity (§§ 607.0707, 607.0720) |
Board may authorize by voting group and may choose remote-only meeting; reasonable verification plus substantially concurrent participation, communication, hearing/reading, and voting opportunity; remote participant or proxyholder deemed present; corporation keeps action record (§ 607.0709) |
Shareholder, authorized voter, or attorney-in-fact may appoint by signed form or qualifying electronic transmission; effective on receipt; stated term or 11-month default; death/incapacity ineffective after notice; revocable unless conspicuously irrevocable and coupled with interest; good-faith acceptance/rejection rules (§§ 607.0722, 607.0724) |
Voting-group majority-vote quorum; articles may vary but not below one-third; represented share remains present; no-quorum majority represented may adjourn; ordinary action passes when votes for exceed votes against; directors plurality and no cumulative voting unless articles provide (§§ 607.0725-.0728) |
Meeting-equivalent minimum by default unless articles require otherwise; dated signed consents describing action, delivered to named corporate recipients within 60 days; revocable until sufficient consents received; effective on sufficient delivery unless reasonable tabulation delay; filed with minutes; notice to nonsigners/nonvoters within 10 days (§ 607.0704) |
Registered-public-company director-election bylaw route, beneficial-owner certificates, inspectors, voting trusts/agreements, federal proxy rules, contests, and transaction votes are separate; consent notice must include appraisal information when the action triggers appraisal rights (§§ 607.0704(3),(5), 607.0723, 607.0728-.0731) |
| Georgia verified 2026-08-22 | Georgia Business Corporation Code, O.C.G.A. Article 7; ordinary domestic private business corporation, subject to permitted articles and bylaw variations (§§ 14-2-701 through -728) |
Annual meeting at bylaw-set time; place in or outside Georgia under bylaws, otherwise principal office; board may authorize hybrid or remote-only meeting unless articles/bylaws provide otherwise; omission does not invalidate action, but shareholder may seek court order after earlier of six months after fiscal year or 15 months after last annual meeting (§§ 14-2-701, 14-2-703) |
Board, article/bylaw-authorized callers, or generally holders of 25% of votes on proposed issue, variable greater or lesser; corporations with 100 or fewer record holders may lower but not raise 25%; signed, dated, written or electronic purpose demands; first signature default record date; revocable before call unless articles say otherwise; court route after 30-day notice failure or meeting not held as noticed (§§ 14-2-702-.703) |
Notice 10-60 days before meeting with date, time, place, annual purpose only when otherwise required, and special purpose always; written/electronic waiver delivered to records; attendance waiver subject to opening or matter-specific objection; announced adjournment usually needs no new notice unless new record date (§§ 14-2-705-.706) |
Bylaws or board set record date no more than 70 days before meeting/action; defaults include day before first meeting notice, first demand signature, and first consent signature; new date required after adjournment beyond 120 days unless court continues it; categorized address/share list available at office or securely online and throughout meeting; court may compel and postpone, while omission does not invalidate action (§§ 14-2-702, -704, -705, -707, -720) |
Board-authorized remote shareholder/proxy participation counts as in-person presence and voting only with reasonable identity verification, reasonable participation and substantially concurrent reading/hearing, and maintained vote/action record; remote list access accompanies notice (§§ 14-2-708, 14-2-720) |
Shareholder or agent/attorney-in-fact signs appointment or sends authorized electronic transmission; effective on receipt by inspector/tabulator; 11- month default but longer stated term allowed; revocable unless stated irrevocable and coupled with interest; death/incapacity only after notice; complete reliable reproductions and good-faith acceptance rules apply (§§ 14-2-722, 14-2-724) |
Majority of votes entitled in voting group is default quorum; articles or shareholder bylaw may vary but not below one-third; represented share stays present through meeting/adjournment unless new record date; ordinary action requires votes favoring to exceed votes opposing; director election follows separate § 14-2-728 rules (§§ 14-2-725-.728) |
Unanimity by default; articles may authorize meeting-equivalent minimum, except cumulative director election remains unanimous; dated written or qualifying electronic consents describe action, supply meeting material or express waiver, deliver to corporate records, accumulate within 60 days, remain revocable until sufficient, and become effective on last delivery or stated later date; notice to nonconsenting voters and required nonvoters within ten days (§ 14-2-704) |
Public-company election bylaws, voting trusts/agreements, beneficial-owner and broker systems, inspectors, federal proxy solicitation, contested elections, dissenters' rights, and transaction-specific approval remain outside routine private-company procedure (§§ 14-2-722-.724, -728) |
| Hawaii verified 2026-08-23 | Hawaii Business Corporation Act; ordinary domestic for-profit corporation and registered shareholder or recognized beneficial owner, subject to articles, bylaws, and qualifying shareholder agreements (HRS §§ 414-1, 414-3, 414-121 to -163) |
Annual meeting at bylaw-fixed time; place in or outside Hawaii, otherwise principal office; bylaws may let board choose remote-only; omission does not invalidate action; court route after earlier of 6 months after fiscal-year end or 15 months after last annual meeting (HRS §§ 414-121, 414-123) |
Board, articles/bylaws-authorized persons, or signed, dated purpose demands delivered to secretary by holders of at least 10% of votes on proposed issue; first signature is default record date; no statutory percentage variation or demand-revocation rule; court route after 30 days without notice or meeting not held as noticed (HRS §§ 414-122 to -123) |
Notice 10-60 days before meeting states date, time, place if any, and remote means; annual purpose ordinarily unnecessary, special purpose required; signed writing or authorized electronic waiver and attendance waiver; announced adjournment needs no notice unless new record date; no separate general postponement rule (HRS §§ 414-4, 414-125 to -126) |
Bylaws or board fix future date no more than 70 days before action; default meeting date is day before first notice; date carries through adjournment unless replaced, mandatory after 120 days; alphabetical list available from 2 business days after notice, at meeting, or on shareholder-restricted electronic network; court may order access/postpone (HRS §§ 414-125(d), 414-127, 414-141) |
Bylaws must authorize board's sole-discretion remote-only choice; board may authorize remote participation under its guidelines; corporation must verify shareholder/proxy, provide concurrent participation, reading/hearing, and voting, and record remote votes/actions; participant deemed present (HRS §§ 414-121(b)-(c), 414-122(c), 414-125(a)) |
Shareholder or attorney-in-fact appoints by signed writing or authorized telegram, facsimile, or electronic transmission; effective on receipt by counter; 11 months unless longer expressly stated; revocable unless conspicuously irrevocable and coupled with interest; death/incapacity after notice; good-faith acceptance standards (HRS §§ 414-143, 414-145) |
Default quorum is majority of votes in each voting group, subject to articles/chapter; represented share remains present through adjournment; ordinary approval when votes for exceed votes against; directors default to plurality; 48-hour holder request triggers cumulative voting, which private- corporation documents cannot restrict (HRS §§ 414-146, 414-148 to -149) |
Unanimity by default; unanimous qualifying shareholder agreement may permit meeting-equivalent threshold; signed or authorized electronic consent describes action, electronic version becomes delivered only after paper reproduction reaches corporation; no general collection/revocation rule; required nonvoting notice at least 10 days before action (HRS §§ 414-124, 414-163(a)(4)) |
Nominee recognition and unanimous shareholder-agreement routes are separate; public listed/Nasdaq corporation may restrict cumulative voting and qualifying shareholder agreement ends on listing/regular trading; federal proxy/solicitation, broker/contest systems, fiduciary/appraisal disputes, and transaction votes remain outside routine procedure (HRS §§ 414-144, 414-149(b), 414-163(d)) |
| Idaho verified 2026-08-23 | Idaho Business Corporation Act; ordinary domestic for-profit corporation and generally its record shareholders, subject to the articles and bylaws (Idaho Code §§ 30-29-140(5), (25), (28), 30-29-701 to 30-29-732) |
Annual meeting at bylaw-fixed time and place in or outside Idaho, otherwise principal office; directors elected unless consent substitutes; omission does not invalidate action; court route after earlier of 6 months after fiscal-year end or 15 months after last annual meeting (§§ 30-29-701, 30-29-703(a)(1)) |
Board, articles/bylaws-authorized persons, or signed, dated, delivered purpose demands from default 20% of votes on proposed issue; articles may set lower or up to 33⅓%; demands ordinarily revocable before sufficiency and must aggregate within 60 days; court route if notice is not given within 30 days or meeting is not held as noticed (§§ 30-29-702 to 30-29-703) |
Notice 10-60 days before meeting states date, time, place, authorized remote means, and any different voting record date; special purpose required; signed written or attendance waiver subject to timely objection; announced adjournment needs no new notice unless new record date; no separate general postponement rule in surveyed provisions (§§ 30-29-141, 30-29-705 to 30-29-706) |
Bylaws or board fix nonretroactive date no more than 70 days before action; one date ordinarily controls notice/voting but board may set later voting date; notice and voting lists arranged by voting group, inspectable from 2 business days after notice or promptly after voting date and at meeting; court may order access and postpone meeting (§§ 30-29-707, 30-29-720) |
Board may authorize remote participation by class or series; corporation must reasonably verify each remote shareholder and provide substantially concurrent participation, communication, proceeding access, and voting; participant deemed present; surveyed provisions do not authorize an ordinary meeting with no physical place (§§ 30-29-701(b), 30-29-702(c), 30-29-709) |
Shareholder, agent, or attorney-in-fact appoints by signed form or authorized dated electronic transmission; effective on receipt by counter; stated term or 11-month default; revocable unless stated irrevocable and coupled with an interest; death/incapacity matters after corporate notice; good-faith acceptance and rejection standards apply (§§ 30-29-722, 30-29-724) |
Default quorum is majority of votes in each voting group; articles may vary unless Act fixes a particular quorum; represented share remains present; ordinary approval when votes for exceed votes against; directors default to plurality; cumulative voting requires articles opt-in and notice; public companies must appoint inspectors (§§ 30-29-725, 30-29-727 to 30-29-729) |
Unanimity by default; articles may authorize meeting-equivalent threshold, but cumulative-vote director election remains unanimous; dated signed written/electronic records delivered to corporation, 60-day collection, revocation before sufficient delivery, effectiveness then absent authorized tabulation delay; nonvoting and nonconsenting notice within 10 days (§§ 30-29-140(7), (38), 30-29-704) |
Beneficial-owner certificate, voting trust/agreement, and unanimous shareholder-agreement routes are separate; Exchange Act-registered corporations must use inspectors; federal proxy/solicitation, broker and contested-election systems, fiduciary/appraisal disputes, and transaction- specific votes remain outside routine procedure (§§ 30-29-723, 30-29-729 to 30-29-732) |
| Illinois verified 2026-08-22 | Illinois Business Corporation Act of 1983, principally Article 7; ordinary domestic private business corporation, subject to permitted articles and bylaws variations (805 ILCS 5/7.05-.60) |
Annual meeting at the bylaw-set time or board-set time under bylaw authority; governing documents may place it inside or outside Illinois, otherwise principal Illinois office; omission does not forfeit, dissolve, or invalidate action; after the earlier six-month fiscal-year or 15-month last-meeting trigger, written request and 60-day notice failure permit a voting shareholder to seek a circuit-court order (§ 7.05) |
President, board, holders of at least one-fifth of outstanding shares entitled to vote on the matter, or article/bylaw-authorized persons; shareholder demands must be signed, dated, delivered, and purpose-stated, reach the threshold within 60 days, and are revocable before sufficiency unless articles provide otherwise; first delivered demand fixes the record date; § 7.05 states no separate demanded-special-meeting court deadline |
Written notice generally 10-60 days before meeting, or 20-60 days for listed extraordinary transactions; gives physical place, day, hour, remote means, and special purpose; personal or mail delivery; signed written waiver before or after, or attendance without notice objection; fixed voter determination carries to an adjournment (§§ 7.15, 7.20, 7.25) |
Board or bylaw mechanism may set record date no more than 60 days before and ordinarily at least 10 days before meeting; notice-mailing date is default; alphabetical address/share list made within 20 days after record date or 10 days before meeting, whichever earlier, open for 10 days and throughout meeting at office or secure electronic network; omission does not invalidate action but may create actual-damages liability (§§ 7.25, 7.30) |
Unless articles or bylaws prohibit, remote participation counts as in- person presence and voting when all participants can communicate and the corporation reasonably verifies shareholder identity and provides a reasonable opportunity to participate, vote, communicate, and read or hear proceedings; remote-only meeting allowed unless bylaws require a place (§ 7.05) |
Signed appointment or authorized electronic transmission, with complete reliable reproductions permitted; 11-month default unless proxy states otherwise; revocation by delivered writing, later proxy, or attendance and personal vote; irrevocable only when conspicuous and coupled with an interest; death/incapacity matters only after notice reaches transfer-book officer or agent (§ 7.50) |
Majority of votes entitled on matter is default quorum; articles may raise it through unanimity or lower it no further than one-third; ordinary action is majority of votes represented and entitled on matter; one vote per share and cumulative director voting default unless articles limit or eliminate it (§§ 7.40, 7.60) |
Unless articles or § 12.10 provide otherwise, written consent stating the action may be signed by the meeting-equivalent minimum or unanimously; less-than-unanimous consent requires written notice to all voting holders at least five days before execution and prompt written notice afterward to nonconsenters; § 7.10 states no separate dating, collection-period, revocation, or minutes-retention rule (§ 7.10) |
Inspector appointment and proxy validation are separately addressed; voting trusts, voting agreements, public-company and beneficial-owner systems, contested elections, and transaction-specific approvals remain outside this private-company procedure survey (§ 7.35) |
| Indiana verified 2026-08-22 | Indiana Business Corporation Law, IC 23-1; ordinary domestic for-profit corporation, with shareholder meetings and consent in Chapter 29 and voting, lists, proxies, quorum, and elections in Chapter 30 (§§ 23-1-20-5, 23-1-29-1 to -7, 23-1-30-1 to -9) |
Annual meeting at bylaw time unless directors are elected by permitted consent; bylaw place in/out of Indiana or remote-only, otherwise board chooses; omission does not invalidate action; court route after earlier of 6 months after fiscal-year end or 15 months after last annual meeting (§§ 23-1-29-1, 23-1-29-3) |
Board or articles/bylaws-authorized caller; for 50-or-fewer-holder corporations, 25% of votes on a proposed issue may deliver signed, dated purpose demands; larger corporations have no default holder percentage and need articles authorization, with bylaw percentage allowed or unanimity if articles are silent; first signature fixes default record date; court route if no notice in 60 days or meeting not held as noticed (§§ 23-1-29-2 to -3) |
Written/electronic notice 10-60 days before meeting with date, time, place if any, and remote means; annual purpose usually optional, special purpose required; signed written waiver or attendance/remote participation waiver with timely objection; announced adjournment needs no new notice unless a new record date applies; no general postponement rule (§§ 23-1-20-29, 23-1-29-5 to -6) |
Bylaws or board may fix date no more than 70 days before action; notice/vote default is day before first notice, demand default is first signature, and consent defaults depend on prior board action; new date required after adjournment beyond 120 days; voting-group list available from 5 business days before through meeting, including electronic access for remote-only meeting; written-demand inspection/copy and court route, but defect does not invalidate action (§§ 23-1-29-2(d), 23-1-29-4(c), 23-1-29-5(d), 23-1-29-7, 23-1-30-1) |
Bylaws may provide remote-only meeting, or board may authorize hybrid or remote-only participation; corporation must reasonably verify shareholder or proxy identity, provide substantially concurrent participation, communication, and voting, and retain remote votes/actions; qualifying participant is present in person (§§ 23-1-29-1(b), (d)-(e), 23-1-29-2(c), (f)-(g)) |
Signed/facsimile writing, authorized electronic submission, complete reliable reproduction, or other lawful method; effective on receipt; 11- month default but appointment may state shorter or longer period; revocable unless conspicuously irrevocable and coupled with an interest; interest-ending, transferee, death/incapacity, and good-faith acceptance rules apply (§§ 23-1-30-3, 23-1-30-5) |
Majority of votes entitled in each voting group is default quorum; articles may require more; represented share remains through adjournment unless new record date; ordinary votes for must exceed against; directors by plurality, cumulative only if articles opt in and notice/proxy statement or 48-hour holder notice activates it (§§ 23-1-30-6 to -9) |
Unanimous consent always available; for a private corporation, default also permits the meeting-equivalent minimum unless articles opt out; dated signed paper/electronic consents delivered to registered agent or secretary, 60-day collection and pre-sufficiency revocation; effective on sufficient delivery, stated date, or authorized tabulation delay; nonvoting and nonconsenting voting holders get notice within 10 days, without delaying or invalidating the action (§ 23-1-29-4) |
Nonunanimous consent route excludes a corporation with SEC-registered voting shares; corporation may create nominee-beneficial-owner recognition and disclosure procedures; state procedure does not replace federal proxy, solicitation, public-company, contested-election, fiduciary, appraisal, or transaction-specific approval rules (§§ 23-1-29-4(b), 23-1-30-4) |
| Iowa verified 2026-08-22 | Iowa Business Corporation Act, Iowa Code chapter 490; ordinary domestic for-profit corporation and record shareholders, including a beneficial owner recognized by certificate (§ 490.140(6), (48), (52)) |
Annual bylaw-timed director-election meeting unless qualifying consent substitutes; bylaws set in-state/out-of-state place, principal-office default, or board may choose remote-only; omission does not invalidate action; court route after earlier of six months after fiscal-year end or 15 months after last annual meeting (§§ 490.701, .703(1)(a)) |
Board, articles/bylaw-authorized persons, or holders of at least 10% of votes on a proposed issue; articles may lower the percentage or raise it only to 25%; signed, dated, purpose-stating demands, revocable before sufficiency and collected within 60 days; court route if no notice within 30 days or meeting not held as noticed (§§ 490.702 to .703) |
Notice 10-60 days before meeting with date, time, place, remote means, and any different voting record date; annual purpose ordinarily optional, special purpose mandatory; signed written or attendance waiver; announced adjournment ordinarily needs no new notice unless a new record date applies; no separate general postponement rule (§§ 490.141, .705 to .706) |
Bylaws or board may fix nonretroactive dates no more than 70 days before; board may split notice and voting dates, with voting date through meeting day; new date after over-120-day adjournment; separate alphabetical lists include physical and used electronic addresses, available physically or on a secure network with inspection, copy, confidentiality, order, and postponement rules (§§ 490.707, .720) |
Board may authorize hybrid participation by class or series and remote-only meeting unless bylaws require a place; corporation must verify shareholder status and provide substantially concurrent communication, access, participation, and voting; compliant shareholder is present and may vote (§ 490.709) |
Shareholder, agent, or attorney-in-fact may sign or send attributable, dated electronic appointment; effective on receipt by inspector or vote counter; stated term controls, otherwise 11 months except an irrevocable coupled-interest appointment; death/incapacity matters after notice and good-faith acceptance rules apply (§§ 490.722, .724) |
Majority of votes entitled is default quorum; articles or bylaws may vary it, subject to any action-specific statutory floor; represented share remains through adjournment unless new record date; ordinary action needs more votes for than against; directors default to plurality, with cumulative voting only by articles plus notice safeguard (§§ 490.725, .727-.728) |
90% default unless articles provide otherwise; a corporation without an Exchange Act-registered equity class may use articles to authorize the meeting-equivalent threshold; dated written/electronic consents delivered to records, 60-day collection, revocation before sufficiency, immediate or delayed tabulation effect, and notice within 10 days to protected nonvoters and nonconsenters; action record retained (§§ 490.704, .1601) |
Exchange Act-registered corporation uses 50% holder demand and cannot use the articles' meeting-equivalent consent route; it must appoint inspectors; beneficial-owner recognition requires a certificate procedure; federal solicitation, contests, fiduciary disputes, and transaction approvals stay outside this private-company survey (§§ 490.702(5), .704(2), .723, .729) |
| Kansas verified 2026-08-23 | Kansas General Corporation Code, K.S.A. §§ 17-6001 and 17-6501 through 17-6522; ordinary domestic stock corporation, subject to its articles and bylaws, while special statutory regulation controls where applicable (K.S.A. §§ 17-6001(c), 17-6501 through 17-6522) |
Annual meeting at the bylaw-designated date and time to elect directors; articles/bylaws set place inside or outside Kansas, otherwise board sets it; qualifying consent may substitute; omission does not invalidate acts or dissolve the corporation; stockholder or director may seek a court-ordered meeting after 30 days past a designated date or the statutory 13-month period when none is designated (K.S.A. § 17-6501(a)-(c)) |
Board or persons authorized by articles or bylaws may call; statute states no default shareholder-demand percentage, demand mechanics, deadline, or separate special-meeting court route (K.S.A. § 17-6501(d)) |
Notice 10-60 days before meeting states place, date, hour, remote means, separate voting record date, and special-meeting purposes; postal, courier, e-mail, or consented electronic methods apply; written/electronic or attendance waiver subject to beginning-of-meeting objection; adjournment normally needs no new notice when announced, but new notice is required after more than 30 days or a new voting record date; no general postponement rule appears in the surveyed provisions (K.S.A. §§ 17-6512, 17-6519, 17-6522) |
Board-set meeting notice date 10-60 days before, with optional later voting date on or before meeting and statutory defaults; consent date no more than 10 days after board resolution, or statutory default; alphabetical voting list prepared at least 10 days before with postal addresses and share counts, available before and throughout meeting; court may compel access, postpone, or void results (K.S.A. §§ 17-6503, 17-6509) |
Board may authorize hybrid participation or remote-only meeting, subject to its procedures; corporation must reasonably verify stockholder or proxyholder identity, allow substantially concurrent participation and voting, and retain action records; qualifying remote participant is deemed present in person, and notice and list access must support the remote format (K.S.A. §§ 17-6501(a), 17-6509(a), 17-6512(a)) |
Voting or consenting stockholder may appoint proxy by document, authorized electronic transmission, or qualifying electronic document; reliable full reproduction accepted; three-year default term unless proxy provides longer; irrevocable only if stated irrevocable and coupled with a legally sufficient interest; cited provisions state no separate revocation method or death/incapacity rule (K.S.A. § 17-6502) |
Default quorum is majority of shares entitled to vote, present or proxied; articles/bylaws may vary but not below one-third; ordinary action requires majority of shares present or proxied and entitled on matter; directors use plurality and written ballot unless articles vary, with articles-authorized cumulative voting; cited provisions state no general loss-of-quorum or no-quorum adjournment rule (K.S.A. §§ 17-6501(e), 17-6504, 17-6506) |
Unless articles opt out, meeting-equivalent minimum may act by written or electronic consent; sufficient consents must be delivered within 60 days after first delivery; future effect no later than 60 days after instruction and consent is revocable before effect unless otherwise provided; delivery routes and identity/date data apply; prompt notice goes to qualifying nonconsenters after less-than-unanimous action (K.S.A. §§ 17-6503(b), 17-6518) |
Stock ledger is the statutory evidence of holders entitled to inspect the voting list or vote; public-company proxy/solicitation, beneficial-owner and broker systems, voting arrangements, contests, fiduciary and appraisal disputes remain outside this private-company survey; ordinary procedure is subject to separate Code vote requirements for specified actions and does not replace transaction approvals (K.S.A. §§ 17-6506, 17-6509(c)) |
| Kentucky verified 2026-08-22 | Kentucky Business Corporation Act, KRS Chapter 271B; ordinary domestic private for-profit corporation and routine shareholder procedure, principally §§ 271B.7-010 through 271B.7-310 |
Annual meeting required at bylaw-fixed time; bylaw place inside/outside Kentucky, principal-office default, or board-authorized remote-only; omission does not invalidate action; shareholder court route after earlier of 6 months after fiscal year-end or 15 months after last annual meeting (§§ 271B.7-010, 271B.7-030, 271B.7-080) |
Board, articles/bylaw-authorized person, or 33⅓% of votes on a proposed issue; articles may set higher or lower percentage with no stated bound; signed, dated purpose demands delivered to secretary, first signature default record date; demander may seek court order if no notice within 30 days or meeting not held as noticed (§§ 271B.7-020 to -030) |
Written/electronic notice 10-60 days before meeting with date, time, and place; annual purpose optional, special purpose always; signed written waiver or attendance waiver with timely objection; announced adjournment generally needs no new notice unless new record date; no separate postponement rule stated (§§ 271B.1-410, 271B.7-050 to -060) |
Bylaws or board set future record date no more than 70 days before action; defaults include day before first notice, first demand signature, and consent delivery; new date required after noncourt adjournment beyond 120 days; voting-group/class list with address and shares available five business days before meeting through meeting at office/noticed place and at meeting, with demand/copy and validity rules but no meeting-list court/postponement route stated (§§ 271B.7-020, -040, -050, -070, -200) |
Board-authorized hybrid or remote-only shareholder/proxyholder participation; reasonable identity verification, substantially concurrent read/hear access, participation and voting opportunity, and retained vote/action record; qualifying participant is present in person (§ 271B.7-080) |
Shareholder/agent/attorney-in-fact signed form or attributable electronic transmission; effective at tabulator receipt; 11-month default, longer only if expressly stated; revocable unless stated irrevocable and coupled with listed interest; death/incapacity, extinguished-interest, transfer, and good- faith acceptance rules apply (§§ 271B.7-220, -240) |
Majority votes entitled is default quorum; represented share stays present through adjournment absent new record date; favorable votes must exceed opposing votes; articles may require greater quorum/vote, with no lower route stated; directors by plurality and cumulative voting only by articles opt-in (§§ 271B.7-250, -270 to -280) |
Unanimous by default; articles may authorize 80% or a higher required threshold, except no cumulative director election; written consents describe action, are signed and delivered to records, with electronic signature and delivery recognized; no collection period stated; revocable until sufficient, effective on sufficient delivery or specified date; prompt nonconsenter notice and 10-day advance notice to required nonvoters/unsolicited voters (§§ 271B.1-400, 271B.7-040) |
Ordinary private-company procedure only; nominee recognition, voting trusts, and voting agreements are separate, while public proxy solicitations, beneficial-owner systems beyond nominee recognition, contests, fiduciary/appraisal disputes, and transaction approvals remain outside this survey (§§ 271B.7-230, -300 to -310) |
| Louisiana verified 2026-08-22 | Louisiana Business Corporation Act, La. R.S. Title 12 Chapter 1; ordinary domestic private for-profit corporation and routine shareholder procedure, principally §§ 12:1-701 through 12:1-732 |
Annual meeting at bylaw/board-fixed time unless directors elected by written consent; bylaw/board place inside/outside Louisiana, principal-office default, or board-authorized remote-only; omission does not invalidate action; after 18 months holder may demand secretary call within 30 days; court route after earlier of 6 months after fiscal year-end or 15 months after last annual meeting (§§ 12:1-701, -703) |
Board, articles/bylaw-authorized person, or 10% of votes on proposed issue; articles may set lower percentage or higher up to 25%; signed, dated purpose demands delivered to corporation, revocable before sufficient demands unless articles alter, first signature default record date; demander may seek court order if no notice within 30 days or meeting not held as noticed (§§ 12:1-702 to -703) |
Notice 10-60 days before meeting with date, time, and place; annual purpose optional and nonlimiting if stated, special purpose always; signed written waiver or attendance in person/by proxy with timely objection; announced adjournment generally needs no new notice unless new record date; no separate postponement rule stated (§§ 12:1-705 to -706) |
Bylaws or board fix future record date no more than 70 days before action; defaults include day before first notice is effective, first demand signature, and first consent delivery; new date required after noncourt adjournment beyond 120 days; alphabetical voting-group/class list available two business days after notice through meeting at office/noticed place and at meeting, with demand, copy, court-compulsion, postponement, and validity rules; no electronic-network list route stated (§§ 12:1-702, -704, -705, -707, -720) |
Board-authorized participation by class/series and remote-only unless bylaws expressly require a place; reasonable shareholder verification, substantially concurrent communication and read/hear access, participation, and voting opportunity; qualifying shareholder is present; no separate proxyholder or vote-retention route stated (§ 12:1-709) |
Shareholder/agent/attorney-in-fact signed form or attributable electronic transmission; effective at inspector/tabulator receipt; 11-month default, longer only if expressly stated; revocable unless stated irrevocable and coupled with listed interest; revocation/death/incapacity notice, transfer, good-faith acceptance, objection, and 10-day court routes apply (§§ 12:1-722, -724) |
Majority votes entitled is default quorum; articles may raise or lower to 25% floor; represented share stays present through adjournment absent new record date; favorable votes must exceed opposing votes unless law/articles require more; directors by plurality, with next-day present-holder quorum after specified no-quorum adjournment; cumulative voting only by articles opt-in (§§ 12:1-725, -727 to -728) |
All voting shareholders by default; articles may opt into meeting-equivalent threshold; dated signed written/electronic consents describing action and delivered to records; 60-day collection from earliest delivered consent's signature date, revocable until sufficient, effective on sufficient delivery absent tabulation delay; nonvoters/nonconsenters receive notice within 10 days, and late notice alone does not invalidate (§§ 12:1-704, -140 to -141) |
Ordinary private-company procedure only; beneficial-owner certificates, optional/private versus mandatory/public inspectors, voting trusts and agreements, and unanimous governance agreements are separate; public proxy solicitations, contests, fiduciary/appraisal disputes, and transaction approvals remain outside this survey (§§ 12:1-140, 12:1-723, -729 to -732) |
| Maine verified 2026-08-23 | Maine Business Corporation Act; domestic for-profit or share corporation and registered shareholder or beneficial owner recognized through a nominee procedure, subject to articles, bylaws, and qualifying unanimous shareholder agreements (13-C M.R.S. §§ 101-102, 724, 743) |
Annual meeting at bylaw-fixed time unless directors are elected by permitted consent; place in or outside Maine, otherwise principal office or board- authorized remote meeting; omission does not invalidate action; court route after earlier of 6 months after fiscal-year end or 15 months after last annual meeting (13-C M.R.S. §§ 701, 703) |
Board, articles/bylaws-authorized persons, or signed, dated purpose demands by holders of at least 10% of votes on the issue; articles may lower the percentage or raise it to at most 25%; demands ordinarily revocable until sufficient; court route after 30 days without notice or failure to hold as noticed (13-C M.R.S. §§ 702-703) |
Written notice 10-60 days before meeting, or 3-60 days for a close corporation, states date, time, place, any separate voting record date, and authorized remote means; annual purpose ordinarily unnecessary, special purpose required; consent-based electronic delivery, signed waiver, and attendance waiver; announced adjournment needs no notice unless a new record date is fixed; no separate general postponement rule (13-C M.R.S. §§ 103-A, 705-706) |
Bylaws or board fix date no more than 70 days before action; default meeting date is day before first notice and a later voting date may be fixed; lists available beginning 2 business days after notice, next business day for a close corporation using under 10 days' notice, or promptly after a separate voting date, through and at meeting; court may order access and postpone (13-C M.R.S. §§ 705(4), 707, 721) |
Board may authorize remote-only or hybrid participation by class or series; corporation must reasonably verify shareholder or proxyholder identity, provide substantially concurrent participation, communication, reading or hearing, and voting, and retain a presence/vote/action record; participant deemed present (13-C M.R.S. §§ 701(2), 705(1), 709) |
Shareholder, agent, or attorney-in-fact appoints by signed form or authorized electronic transmission identifying date and authority; effective on receipt by inspector or vote counter; stated term controls, otherwise 11 months unless irrevocable; revocable unless stated irrevocable and coupled with an interest; death, incapacity, transferee, and good-faith acceptance rules apply (13-C M.R.S. §§ 723, 725) |
Default quorum is majority of votes entitled on the matter; articles or Act may vary it but not below one-third; represented share remains present through adjournment; ordinary approval when votes for exceed votes against; directors default to plurality; cumulative voting only if articles opt in and notice conditions are met (13-C M.R.S. §§ 727, 729-730) |
Unanimity by default; articles may authorize the all-shares-present meeting threshold without prior notice; dated signed written or qualifying electronic consents delivered to corporate records within 60 days; revocable until sufficient; effective on delivery unless reasonably delayed for tabulation; notice within 10 days to required nonvoters and nonconsenting voters (13-C M.R.S. §§ 102, 704) |
Registered holder controls unless the corporation recognizes a beneficial owner through a nominee procedure; public corporation must use inspectors and a qualifying shareholder agreement ends when the corporation becomes public; federal proxy/solicitation, broker systems, contests, fiduciary disputes, and transaction-specific approvals remain outside this survey (13-C M.R.S. §§ 102(30-A), (34), 724, 731, 743(4)) |
| Maryland verified 2026-08-22 | Maryland General Corporation Law, Corporations and Associations Article; ordinary domestic private stock corporation, principally §§ 2-404 and 2-501 through 2-514 |
Annual meeting required to elect directors and transact lawful business, at bylaw time or manner; charter/bylaws or board set place, and authorized board may choose hybrid/remote-only; omission does not invalidate existence or an otherwise valid act; no ordinary court-order route stated (§§ 2-501, 2-503) |
President, board, or charter/bylaw-authorized caller; default 25% written purpose request to secretary, with holders paying estimated notice cost; charter/bylaws may lower or raise threshold no higher than majority; repeat matter within 12 months needs majority demand; board fixes record dates and meeting logistics unless governing documents say otherwise; no express court-order route (§ 2-502) |
Written/electronic notice 10-90 days before meeting with time, place if any, and remote means; special purpose required; personal, residence/business, mail, and electronic delivery, subject to opt-out and two-failure rule; written/electronic or presence waiver; adjournment/postponement limited to 120 days after original record date, with no separate general notice rule stated in § 2-511 (§§ 2-504, 2-511(d)) |
Bylaws/board fix record date no earlier than fixation, no more than 90 days before action and at least 10 days before meeting; default is later of notice- mailing day or 30th day before meeting; no general premeeting voting-list mandate; 5% holders of record for 6 months may inspect ledger and, if not at principal office, request verified stockholder list within 20 days (§§ 2-511, 2-513) |
Board may authorize hybrid or remote-only meeting and adopt procedures; reasonable verification of stockholder/proxyholder, substantially concurrent read/hear access, participation and voting opportunity, and retained remote vote/action record; qualifying participant is present in person (§ 2-503) |
Signed/facsimile writing, authorized telegram, cablegram, datagram, email, other electronic/telephone means, or reliable reproduction; 11-month default unless proxy says otherwise; revocable at any time unless expressly irrevocable and coupled with an interest, and only while coupled; statute states no separate receipt, death/incapacity, or acceptance rule (§ 2-507) |
Majority of all votes entitled is default quorum; majority of votes cast ordinarily acts; charter may vary subject to other law; directors by plurality unless charter/bylaws vary, cumulative only if charter opts in; no separate loss-of-quorum rule, while adjournment/postponement use 120-day record-date limit (§§ 2-105(b)(7), 2-404(d), 2-506, 2-511(d)) |
Unanimous paper/electronic consent always; non-common class/series defaults to meeting-equivalent minimum unless charter requires otherwise, while common stock generally electing directors needs charter opt-in; deliver to Maryland principal office, resident agent, or minutes-record agent; sufficient consents within 60 days, future effect within 60 days, pre-effect revocation unless consent says otherwise, and required holder notice within 10 days (§ 2-505) |
SEC-registered/open-end investment corporations have special annual-meeting or quorum provisions; board may create record-holder certification procedure; federal solicitations, beneficial-owner and broker systems, voting trusts and agreements, advance-notice contests, fiduciary/appraisal disputes, and transaction-specific approvals remain outside routine private procedure (§§ 2-501(b), 2-506(c), 2-510 to -510.1, 2-514) |
| Massachusetts verified 2026-08-22 | Massachusetts Business Corporation Act, G.L. c. 156D; ordinary domestic private business corporation subject to articles, bylaws, and Chapter 156D shareholder-action provisions (§§ 7.01-.28) |
Annual meeting at bylaw time, inside/outside Massachusetts or remotely; default principal office; ordinarily elect directors and conduct only noticed business; omission does not invalidate action; court route after earlier of 6 months after fiscal-year end or 15 months since last annual; qualifying special meeting may substitute after 13 months (§§ 7.01-.03) |
Board/articles/bylaws caller; private-company shareholders with at least 10% of votes on an issue, or articles-set lesser percentage, sign/date/deliver purpose demands to secretary; court route if no notice within 30 days or meeting not held as noticed (§§ 7.02-.03) |
Written notice 7-60 days before every annual/special meeting states date/time/place and purposes; mail and furnished-address electronic methods; signed written or attendance waiver with timely objection; announced adjournment needs no new notice unless a new record date applies; no general postponement rule in surveyed sections (§§ 1.41, 7.05-.06) |
Bylaws or board fix future record date no more than 70 days before action; statutory notice/demand/consent defaults; alphabetical voting-group list from 2 business days after notice through meeting, electronically for remote-only meeting; written-demand inspection/copy, court remedy, and no automatic invalidity for list defect (§§ 7.02(b), 7.04(b), 7.07, 7.20) |
Unless articles/bylaws say otherwise, board may authorize remote-only or hybrid meeting; deemed presence/voting requires shareholder/proxyholder verification, reasonable substantially concurrent participation and read/hear access, and corporate record of remote action (§ 7.08) |
Shareholder or attorney-in-fact signs appointment form; § 7.22 states no electronic-appointment route; effective on tabulator receipt; 11-month default unless form provides otherwise, with bylaws able to shorten; revocable unless conspicuously irrevocable and coupled with interest; death/incapacity and good-faith acceptance rules (§§ 7.22, 7.24) |
Majority of votes entitled is default quorum; articles, qualifying bylaw, or authorized board resolution may vary quorum/vote; represented share normally remains; ordinary action passes when votes for exceed against; directors by plurality and no cumulative voting unless articles opt in; no general no-quorum adjournment vote stated (§§ 7.25-.28) |
Unanimity unless articles permit meeting-equivalent votes; signed, dated written consents delivered into meeting records within 60 days of earliest dated consent; first-signature record date; 7-day advance notice to required nonvoting holders and, for nonunanimous consent, nonconsenting voters; no express revocation or general effective-time rule (§ 7.04) |
Public-company demand threshold defaults to 40% unless articles/bylaws vary, while this survey uses the private-company 10% rule; federal proxy and solicitation rules, beneficial-owner systems, voting trusts/agreements, contests, appraisal, fiduciary disputes, and transaction approvals are outside scope (§ 7.02(a)(2)-(3)) |
| Michigan verified 2026-08-22 | Michigan Business Corporation Act, 1972 PA 284, chiefly Chapter 4; ordinary domestic private corporation and routine shareholder procedure, subject to articles, bylaws, shareholder agreements, registered-securities, and action- specific rules (MCL 450.1101, 450.1106, 450.1121-.1123, 450.1401-.1488) |
Annual meeting at bylaw-set time for directors and other business unless written consent substitutes; place in or outside Michigan under bylaws, otherwise registered office or board-selected place; omission does not invalidate acts, board must arrange meeting promptly, and shareholder court route opens 90 days after designated date or, if none, 15 months after organization/last annual meeting (MCL 450.1401-.1402) |
Board or officers, directors, or shareholders identified by bylaws may call; holders of at least 10% of all shares entitled to vote may apply to circuit court, which for good cause may order time, place, notice, and business; statute creates a court route, not a direct 10% demand-to-corporation right (MCL 450.1403) |
Written notice 10-60 days before meeting to each record shareholder entitled to vote, stating time, place if any, and purposes; personal, mail, or electronic delivery, with remote means stated; non-Exchange-Act corporation includes timely proper shareholder proposals; announced adjournment usually needs no new notice unless bylaws or new record date require it; signed or electronic waiver and attendance waiver subject to timely objection (MCL 450.1141, 450.1143, 450.1404, 450.1406a) |
Bylaws or board fix meeting record date 10-60 days before meeting, otherwise close of business before first notice or meeting; date continues through adjournment unless board fixes new one; consent dates use separate board/ bylaw/default rules; certified alphabetical class/series address/share list is produced at meeting and inspectable throughout, with remote-network access for remote-only meeting; good-faith vote challenge forces adjournment until compliance (MCL 450.1412-.1413) |
Unless articles/bylaws restrict, board in sole discretion authorizes hybrid or remote-only meeting; all participants advised, reasonable identity verification, reasonable opportunity to participate/vote and substantially concurrently read/hear proceedings, and corporate record of remote votes or acts; qualifying shareholder or proxyholder counts as present in person (MCL 450.1404-.1405, 450.1413) |
Voting/consenting shareholder may authorize proxy by executed writing or authorized electronic transmission, with complete reliable reproduction; three-year default unless proxy states otherwise; revocable at shareholder's pleasure and unaffected by incompetence/death until written notice; an irrevocable proxy must be titled and state irrevocability and be held by a listed interest holder, and becomes revocable when the interest ends (MCL 450.1421-.1423) |
Majority of votes entitled is default quorum, variable greater or lesser by articles or shareholder/incorporator bylaw; business continues after loss of quorum and shares present may adjourn with or without quorum; ordinary action is majority of votes cast, abstention ordinarily not cast; directors use plurality, cumulative voting only if articles provide, and higher article threshold controls (MCL 450.1415, 450.1441, 450.1451, 450.1455) |
Unanimous written consent always available; meeting-equivalent partial consent only if articles authorize it; dated written consents must be delivered to registered office, principal place, or minutes custodian and satisfy the 60-day-after-record-date and ten-day pre-record-date limits; prompt notice to otherwise notice-entitled nonconsenters; electronic consent needs identity/date information and paper reproduction/delivery; future effective direction must fall within 60 days and is ordinarily revocable before effect (MCL 450.1407, 450.1412) |
Exchange-Act-registered corporations are excluded from the state shareholder- proposal notice rule; inspectors, beneficial-owner recognition, voting agreements and trusts, unanimous shareholder agreements, federal proxy solicitation, contested elections, fiduciary disputes, appraisal, and transaction-specific approval remain separate; pending benefit-corporation legislation is not current ordinary-corporation law (MCL 450.1404, 450.1431- .1432, 450.1461, 450.1466, 450.1488) |
| Minnesota verified 2026-08-22 | Minnesota Business Corporation Act, Chapter 302A; ordinary domestic private for-profit corporation and routine shareholder procedure, principally §§ 302A.431-.461 |
Regular meetings may be annual or less frequent and need not occur unless articles/bylaws or 3% demand after 15 months requires one; board must call and hold within 30 days on notice no later than 90 days, or demanders may call at corporate expense; governing documents fix ordinary time/place, while a demanded meeting is in principal-office county; director election required at each regular meeting (§ 302A.431) |
CEO, CFO, 2+ directors, articles/bylaw-authorized person, or ordinarily 10% of voting power; 25% for a meeting to facilitate/effect a business combination; holders give CEO/CFO written purpose demand; board must call and hold within 30 days on notice no later than 90 days, or demanders may self-call at corporate expense; no separate court route stated (§ 302A.433) |
Default 10-60 days, but articles/bylaws may shorten minimum; date, time, place, special purposes, and other Chapter 302A information; shareholder notice by mail/delivery and consented electronic methods; written, oral, or attendance waiver with timely objections; announced adjournment within 120 days needs no new notice; no separate postponement rule stated (§§ 302A.011(17), 302A.435-.436) |
Board/officer may fix date no more than 60 days before meeting, subject to shorter articles/bylaw limit; no separate meeting-list statute; corporation instead keeps share register no more than 1 year old with holder names, addresses, number/classes, and a private-company shareholder, beneficial owner, or voting-trust holder has absolute written-demand inspection/copy right within 10 days (§§ 302A.445(1), 302A.461) |
Articles/bylaws must authorize and board must determine hybrid or remote-only route; remote-only participants must represent quorum; reasonable shareholder verification plus substantially concurrent read/hear access, permitted remarks, and voting; compliant shareholder or authorized proxy is present (§§ 302A.431, .433, .436, .449) |
Signed writing filed with officer or attributable telephone/authenticated electronic appointment received by corporation/agent, plus complete legible reproduction; 11-month default unless longer period stated; terminable at will by notice, new appointment, or attendance and vote unless coupled with interest; death/incapacity only after officer receives notice; corporation may accept unrestricted proxy action (§ 302A.449) |
Majority voting power is default quorum, but articles/bylaws may set larger or smaller with no stated floor; loss of quorum does not stop business until adjournment; ordinary action needs greater of majority voting power present or majority of minimum quorum; directors by plurality; cumulative voting defaults on unless articles opt out, with intent notice allowed before or at meeting (§§ 302A.215, .437, .443) |
Unanimous signed/authenticated-electronic action defaults; nonpublic articles may authorize meeting-equivalent power but never below majority of all voting shares, and later opt-in amendment needs all voting shareholders; effective when required holders consent unless action states otherwise; no collection period or special delivery route stated; nonconsenters receive text/effective- time notice within 5 days, and failure does not invalidate action (§ 302A.441) |
Ordinary private Chapter 302A procedure only; certified beneficial-owner recognition, voting trusts, voting agreements, and shareholder-control agreements are separate, while public-company proxy/control-share systems, contests, fiduciary/appraisal disputes, and transaction approvals remain outside this survey (§§ 302A.445(2), .453-.457) |
| Mississippi verified 2026-08-22 | Mississippi Business Corporation Act, Miss. Code §§ 79-4-1.01 et seq.; ordinary domestic for-profit corporation. Documents, signatures, and delivery include qualifying electronic records, signatures, and transmissions; public corporation separately defined (§§ 79-4-1.40 to -1.41) |
Annual meeting at bylaw-set time unless directors elected by consent; cumulative-voting corporations require unanimous director-election consent. Physical in/out of state, remote-only, or hybrid unless bylaws prohibit remote. Omission does not invalidate action; court route after earlier of 6 months after fiscal-year end or 15 months since last meeting/consent (§§ 79-4-7.01, -7.03) |
Board; articles/bylaws-authorized person; or, unless articles provide otherwise, holders of at least 10% of votes on a proposed issue by signed, dated demands stating purposes. Demand revocable before sufficient demands arrive unless articles say otherwise; default record date first signature. Court if no notice within 30 days or meeting not held as noticed (§§ 79-4-7.02 to -7.03) |
Notice 10-60 days with date/time/place and applicable remote-access method; annual purpose ordinarily optional, special purpose required. Signed written waiver or nonobjecting attendance. Announced adjournment needs no new notice unless new record date; announcement includes changed remote-access method. No general postponement rule (§§ 79-4-7.05 to -7.06) |
Bylaws or board may fix date no more than 70 days before action; meeting default day before first notice, demand default first signature, consent depends on board-prerequisite branch; new date after over-120-day adjournment. Alphabetical voting-group list available 2 business days after notice through meeting; inspection/copying and chancery-court order/postponement remedy (§§ 79-4-7.02, -7.04 to -7.07, -7.20) |
Unless bylaws prohibit, corporation may elect remote-only or hybrid annual/special meeting; remote means substantially concurrent electronic, phone, video, internet, or similar communication. Board authorizes class/series participation; corporation must reasonably verify holder identity and provide concurrent participation, communication, hearing/reading, and voting. Qualifying holder deemed present (§§ 79-4-7.01 to -7.02, -7.09) |
Shareholder, agent, or attorney-in-fact signs appointment or sends electronic transmission with date and authorization information; effective on tabulator receipt. Default 11 months; express longer term with no stated maximum. Revocable unless appointment says irrevocable and is coupled with an interest; good-faith acceptance/rejection standards (§§ 79-4-7.22, -7.24) |
Separate voting group: majority of votes entitled; articles may require greater, not lesser. Once represented, share remains present through meeting/adjournment unless new record date. Votes for exceed votes against; directors plurality. Cumulative voting defaults in for pre-July 1, 2002 corporations unless articles opt out, and defaults out for later corporations unless articles opt in (§§ 79-4-7.25, -7.27 to -7.28) |
Unanimous signed, delivered consent by default; articles may authorize meeting-equivalent consent without prior notice. Date/sign/deliver; 60-day collection; written revocation before sufficient unrevoked consents; effective on sufficient delivery unless reasonable tabulation delay authorized. Within 10 days notify protected nonvoters and, for nonunanimous action, nonconsenting voters; notice failure does not invalidate action (§ 79-4-7.04) |
Beneficial owner is shareholder only to nominee-certificate rights; public corporation means exchange-listed or regularly traded in an association-member market. Federal proxy/solicitation, broker, proposal, inspector, contested-election, fiduciary, appraisal, and extraordinary-transaction rules remain outside this private-company procedure survey (§ 79-4-1.40) |
| Missouri verified 2026-08-22 | Missouri General and Business Corporation Law, Chapter 351; ordinary domestic for-profit corporation, with meeting, notice, remote, proxy, record-date, list, quorum, voting, adjournment, and consent rules in §§ 351.020, 351.225-.273 |
Annual director-election meeting on bylaw-set day, otherwise second Monday in January; bylaw place inside/outside Missouri, otherwise registered office; board may authorize remote-only; omission at designated time does not cause forfeiture or dissolution; no express court-order route (§ 351.225) |
Board or articles/bylaws-authorized person calls; Chapter 351 supplies no default shareholder-demand percentage, demand mechanics, response clock, or court-order route; special meeting is limited by its noticed purposes (§§ 351.225(3), 351.230(1), 351.235) |
Written/printed, including retainable electronic, notice 10-70 days before meeting with place/day/hour; special purpose required; mail effective on prepaid deposit; signed written waiver or attendance waiver with express call objection; announced adjournment up to 90 days needs no new notice, longer/new-record-date adjournment does; board may successively postpone up to 90 days with holder notice, including defined public notice (§§ 351.230, 351.268, 351.655) |
Board may close books or fix record date no more than 70 days before meeting; default is close of business on 20th day before meeting, subject to all-holder waiver rule; record date carries to adjournment/postponement; alphabetical address/share list prepared at least 10 days before, kept at registered office and open throughout meeting; defect does not invalidate action but officer may owe damages (§§ 351.250, 351.255) |
Board may authorize hybrid or remote-only participation and adopt guidelines; reasonable verification of shareholder/proxyholder, substantially concurrent read/hear opportunity, participation and voting opportunity, and retained remote vote/action record; qualifying participant is present in person; statute does not expressly require remote means in meeting notice (§§ 351.225(1), 351.230) |
Shareholder or attorney-in-fact may use signed/facsimile writing, authorized telegram, cablegram, facsimile, electronic, or telephone transmission with authority information; 11-month maximum unless proxy says otherwise; irrevocable only while expressly irrevocable and coupled with legally sufficient interest; ordinary revocation, receipt, death/incapacity, and acceptance rules are not separately stated (§ 351.245(4)-(5)) |
Majority of outstanding shares entitled is quorum and statutory floor; abstention/withhold proxies count for quorum; less than quorum may adjourn; ordinary action is majority of entitled shares represented on matter, subject to greater Act/articles/shareholder-bylaw rule; directors by plurality and cumulative voting by default unless articles/bylaws opt out (§§ 351.245(3), 351.265-.270) |
All shareholders entitled to vote must sign writings stating the action; consent equals unanimous meeting vote and secretary files it with shareholder minutes; statute states no electronic-consent route, signing date, delivery address, collection period, revocation, delayed effect, or later notice (§ 351.273) |
Separate issuing-public-corporation control-share proxy conditions and SEC- filing public-notice definition are outside ordinary private procedure; Chapter 351 provisions here do not replace federal solicitations, beneficial- owner systems, contests, inspectors, fiduciary/appraisal disputes, or transaction-specific approvals (§§ 351.245(4), 351.268(3)) |
| Montana verified 2026-08-23 | Montana Business Corporation Act; domestic for-profit corporation and record shareholder, including a beneficial owner recognized through the statutory certificate procedure, subject to articles, bylaws, and qualifying unanimous shareholder agreements (Mont. Code Ann. §§ 35-14-101, -140, -723, -732) |
Annual meeting at bylaw-fixed time unless directors are elected by permitted consent; place in or outside Montana, otherwise principal office or board- authorized remote-only meeting; omission does not invalidate action; court route after earlier of 6 months after fiscal-year end or 15 months after last annual meeting (Mont. Code Ann. §§ 35-14-701, -703) |
Board, articles/bylaws-authorized persons, or signed, dated purpose demands by holders of at least 10% of votes on the issue; articles may lower the percentage or raise it to at most 25%; demands ordinarily revocable until sufficient and must aggregate within 60 days; court route after 30 days without notice or failure to hold as noticed (Mont. Code Ann. §§ 35-14-702 to -703) |
Notice 10-60 days before meeting states date, time, place, authorized remote means, and any separate voting record date; annual purpose ordinarily unnecessary, special purpose required; consent-based electronic delivery, signed waiver, and attendance waiver; announced adjournment needs no notice unless a new record date is fixed; no separate general postponement rule (Mont. Code Ann. §§ 35-14-141, -705 to -706) |
Bylaws or board fix a nonretroactive date no more than 70 days before action; default meeting date is day before first notice and a later voting date may be fixed; lists available beginning 2 business days after notice and through the meeting, including electronic access for remote-only meetings; court may order access and postpone (Mont. Code Ann. §§ 35-14-705(4), -707, -720) |
Board may authorize remote participation by class or series and, unless bylaws require a place, a remote-only meeting; corporation must reasonably verify each remote shareholder and provide substantially concurrent participation, communication, reading or hearing, and voting; participant is considered present (Mont. Code Ann. § 35-14-709) |
Shareholder, agent, or attorney-in-fact appoints by signed form or authorized electronic transmission identifying date and authority; effective on receipt by inspector or vote tabulator; stated term controls, otherwise 11 months; revocable unless stated irrevocable and coupled with an interest; death, incapacity, transfer, and good-faith acceptance rules apply (Mont. Code Ann. §§ 35-14-722, -724) |
Default quorum is majority of votes entitled on the matter; articles may vary it, represented shares remain present through adjournment, and ordinary approval requires votes for to exceed votes against; directors default to plurality, with cumulative voting only by articles opt-in and meeting-notice or 48-hour shareholder notice conditions (Mont. Code Ann. §§ 35-14-725, -727 to -728) |
Unanimity by default; articles may authorize the all-shares-present meeting threshold, but cumulative-voting directors still require unanimity; dated, signed written consents must be delivered within 60 days and may be revoked until sufficient; effective on sufficient delivery unless a reasonable tabulation delay applies; required nonvoter and nonconsenter notices due within 10 days (Mont. Code Ann. §§ 35-14-140(8), (51), -704) |
Section 12 public companies must appoint inspectors and private corporations may; beneficial-owner certificates, voting trusts/agreements, qualifying unanimous shareholder agreements, federal proxy rules, contested elections, fiduciary disputes, and transaction-specific approvals remain separate (Mont. Code Ann. §§ 35-14-723, -729 to -732) |
| Nebraska verified 2026-08-23 | Nebraska Model Business Corporation Act; ordinary domestic for-profit corporation and ordinarily the record shareholder, subject to the articles and bylaws (Neb. Rev. Stat. §§ 21-201, 21-214(5), (45), (47)) |
Annual meeting at bylaw-fixed time and place in or outside Nebraska, otherwise principal office; director election by consent may substitute; omission does not invalidate action; court route after the earlier of 6 months after fiscal-year end or 15 months after last annual meeting (§§ 21-253, 21-255(a)(1)) |
Board, articles/bylaws-authorized persons, or signed, dated, delivered demands from default 10% of votes on proposed issue; articles may set lower or up to 25%; demand states purposes and is ordinarily revocable before sufficiency; court route if notice not given within 30 days or meeting not held as noticed (§§ 21-254, 21-255(a)(2)) |
Notice 10-60 days before meeting states date, time, place, authorized remote means, and any different voting record date; special-meeting purposes required; written or attendance waiver subject to timely objection; announced adjournment needs no new notice unless a new record date applies; surveyed provisions state no separate postponement rule (§§ 21-257 to 21-258) |
Bylaws or board fix date no more than 70 days before action; one date ordinarily controls notice and voting, but board may set later voting date; default meeting date is day before first notice; lists arranged by voting group, available from 2 business days after notice and at meeting; court may order inspection/copying and postpone meeting (§§ 21-257(d), 21-259, 21-262) |
Board may authorize remote participation by class or series; corporation must reasonably verify each remote shareholder and provide substantially concurrent participation, communication, and voting; participant is deemed present; cited statute does not expressly eliminate the meeting's physical place (§§ 21-253(b), 21-254(c), 21-261) |
Signed form or authorized electronic transmission showing date; effective on receipt by vote counter; stated term or 11-month default; revocable unless stated irrevocable and coupled with an interest; death/incapacity matters only after corporate notice; good-faith acceptance standards apply (§§ 21-264, 21-266) |
Majority of votes in each voting group is default quorum; represented share remains present through meeting/adjournment; ordinary approval when votes for exceed votes against; articles may impose greater requirements; directors default to plurality and shareholders have cumulative voting rights (§§ 21-267, 21-269 to 21-270) |
Unanimity by default; articles may authorize meeting-equivalent threshold, but director election remains unanimous; dated signed writings delivered to corporation, 60-day collection period, revocable before sufficient delivery, effective on sufficient delivery absent authorized tabulation delay; notice to nonvoting and nonconsenting holders within 10 days (§ 21-256) |
Beneficial-owner recognition follows a separate board-created certificate procedure; public corporations must appoint election inspectors; federal proxy/solicitation, broker and nominee systems, contested elections, appraisal/fiduciary disputes, and transaction-specific approvals remain outside this routine private-company procedure (§§ 21-214(42), 21-265, 21-271) |
| Nevada verified 2026-08-22 | NRS chapter 78, Private Corporations; ordinary Nevada domestic private corporation and stockholders of record, excluding an unrecorded beneficial owner and subject to special-entity chapters (§§ 78.010, 78.012, 78.015) |
Board sets annual meeting date, time, and place unless bylaws provide otherwise; directors elected there by plurality unless consent or a special election substitutes; missed election does not dissolve corporation and incumbents continue; 15%-voting-power court route after 18 months without required election (§§ 78.310, 78.330, 78.340-.345) |
Entire board, any two directors, or president may call unless articles or bylaws change the callers; Chapter 78 states no general ordinary-holder demand percentage or failure-to-call remedy; control-share and custodian meetings are separate exceptional routes (§§ 78.310, 78.347, 78.3789-.379) |
Written notice 10-60 days before meeting with date, time, remote means, and physical place unless remote-only; annual purpose ordinarily optional, other purpose required; personal, mail, or qualifying electronic delivery; signed waiver or unanimous meeting validation; announced adjournment needs no new notice unless new record date (§§ 75.150, 78.325, 78.370-.375) |
Board record date defaults to 10-60 days before meeting unless articles prescribe another period; no fixed date defaults to day before first notice or meeting after waiver; new date after adjournment/postponement beyond 60 days; no meeting-specific list, but annual stock ledger has limited six- month-holder or 5% inspection route with demand and affidavit (§§ 78.105, 78.350) |
Unless articles/bylaws restrict, stockholders and permitted attendees may use remote technology; corporation must verify identity and provide substantially concurrent participation, communication, access, and voting; remote-only meeting allowed and participant is present in person (§ 78.320(4)-(6)) |
Voting or consent proxy may use signed writing, complete electronic transmission, copy, or reliable reproduction; six-month default, stated term no more than seven years; later proxy/revocation filing or personal meeting vote revokes; stated irrevocability plus sufficient coupled interest required, ending on interest extinguishment subject to notice (§ 78.355) |
Majority voting power present in person or proxy is default quorum, even if proxy lacks authority on a matter; ordinary action needs more votes for than against; articles/bylaws may vary proportions with no general floor; represented share remains through adjournment unless new record date; directors default to plurality and cumulative voting requires articles and timely notice (§§ 78.320, 78.330, 78.360) |
Unless articles/bylaws provide otherwise, signed written consent before or after action by majority voting power, or any different meeting proportion; board may set consent record date from adoption through 10 days later, otherwise first delivery or board-resolution date; cited sections state no general collection period, delivery office, revocation method, later notice, or consent-retention duty (§§ 78.320(2)-(3), 78.350(6)-(7)) |
Record holder excludes beneficial-only owner; public corporations may use federal proxy statement for notice and face separate statutory definition; control-share meetings, voting trusts, public solicitation, contests, fiduciary disputes, and transaction approvals remain outside ordinary private-company procedure (§§ 78.010(1)(e), (k), 78.365, 78.370(9), 78.378-.3793) |
| New Hampshire verified 2026-08-23 | New Hampshire Business Corporation Act; domestic for-profit corporation and registered shareholder or beneficial owner recognized through a nominee procedure, subject to articles, bylaws, and qualifying unanimous shareholder agreements (RSA §§ 293-A:1.01, :1.40, :7.23, :7.32) |
Annual meeting at bylaw-fixed time unless directors are elected by permitted consent; place in or outside New Hampshire, otherwise principal office; omission does not invalidate action; court route after earlier of 6 months after fiscal-year end or 15 months after last annual meeting (RSA §§ 293-A:7.01, :7.03) |
Board, articles/bylaws-authorized persons, or signed, dated purpose demands by holders of at least 10% of votes on the issue; articles may lower the percentage or raise it to at most 25%; demands ordinarily revocable until sufficient; court route after 30 days without notice or failure to hold as noticed (RSA §§ 293-A:7.02 to :7.03) |
Written notice 10-60 days before meeting states date, time, place, any separate voting record date, and authorized remote means; annual purpose ordinarily unnecessary, special purpose required; consent-based electronic delivery, signed waiver, attendance waiver; announced adjournment needs no notice unless a new record date is fixed; no separate general postponement rule (RSA §§ 293-A:1.41, :7.05 to :7.06) |
Bylaws or board fix date no more than 70 days before action; default meeting date is day before first notice and a later voting date may be fixed; lists available beginning 2 business days after notice or promptly after a separate voting record date, through and at meeting; court may order access and postpone (RSA §§ 293-A:7.05(d), :7.07, :7.20) |
Board may authorize remote participation by class or series at a meeting with a physical place; corporation must reasonably verify shareholder identity and provide substantially concurrent participation, communication, reading/hearing, and voting; participant is deemed present; no general remote-only meeting route (RSA §§ 293-A:7.01(b), :7.02(c), :7.05(a), :7.09) |
Shareholder, agent, or attorney-in-fact appoints by signed form or authorized electronic transmission identifying date and authority; effective on receipt by inspector or tabulator; 11 months unless longer expressly stated; revocable unless stated irrevocable and coupled with an interest; death, incapacity, transferee, and good-faith acceptance rules apply (RSA §§ 293-A:7.22, :7.24) |
Default quorum is majority of votes entitled on the matter, subject to articles with no stated statutory floor; represented share remains present through adjournment; ordinary approval when votes for exceed votes against; directors default to plurality; cumulative voting only if articles opt in and notice conditions are met (RSA §§ 293-A:7.25, :7.28) |
Unanimity by default; articles may authorize the all-shares-present meeting threshold without prior notice; dated signed written or qualifying electronic consents delivered to corporate records within 60 days; revocable until sufficient; effective on delivery unless reasonably delayed for tabulation; notice within 10 days to required nonvoters and promptly to nonconsenting voters (RSA §§ 293-A:1.40, :1.41, :7.04) |
Registered holder controls unless the corporation recognizes a beneficial owner through a nominee procedure; a qualifying shareholder agreement ends when the corporation becomes public; federal proxy/solicitation, broker and beneficial-owner systems, contests, fiduciary disputes, and transaction- specific approvals remain outside this survey (RSA §§ 293-A:1.40(18A), (21), :7.23, :7.32(d)) |
| New Jersey verified 2026-08-22 | New Jersey Statutes Title 14A, chiefly Chapter 5; ordinary domestic private for-profit corporation and routine shareholder procedure, subject to the certificate, bylaws, class/series rights, and action-specific provisions (N.J.S.A. §§ 14A:5-1 through -24) |
Annual meeting at bylaw-set time or board-fixed time under bylaw authority, otherwise noon first Tuesday of April; place inside/outside New Jersey as bylaws provide or board fixes under bylaw authority, otherwise registered office, with board-authorized remote-only option; omission does not impair valid acts, directors must arrange promptly, and any shareholder may seek a court order after 30 days or the no-date 13-month period (N.J.S.A. §§ 14A:5-1 to -2) |
President or board and any other officers, directors, or shareholders named by bylaws may call; holders of at least 10% of all shares entitled to vote may apply to Superior Court, which for good cause may order time, place, notice, and business; statute creates a court application, not a direct 10% demand-to-corporation call right (N.J.S.A. § 14A:5-3) |
Written notice 10-60 days before every meeting states time, place, and all purposes, plus authorized remote means; personal or mail delivery, with consented electronic transmission under § 14A:1-8.1; signed in-person/proxy waiver before/after or attendance waiver unless protest occurs before the meeting concludes; announced adjournment ordinarily needs no new notice unless bylaws or a new record date require it (N.J.S.A. §§ 14A:1-8.1, 14A:5-4 to -5) |
Bylaws or board fix a record date no more than 60 days before action and, for meetings, at least 10 days before; defaults are close of business before notice/meeting, board-resolution date for other action, or first delivered consent when no prior board action is required; alphabetical class/series/ group address/share list is produced or visually displayed at the meeting and inspectable for reasonable periods, and shareholder demand forces adjournment until compliance (N.J.S.A. §§ 14A:5-7 to -8) |
Board may authorize hybrid or remote-only meeting and adopt guidelines; corporation must reasonably verify each remote shareholder or proxy, provide reasonable participation and voting plus substantially concurrent reading/hearing, and record remote votes or acts; qualifying remote shareholder is present in person, while the current voting-list section contains no separate remote-network access rule (N.J.S.A. §§ 14A:5-1, 14A:5-4, 14A:5-8) |
Shareholder entitled to vote or consent may authorize a proxy by writing or attributable telegram, cable, telephone, or other electronic communication; 11-month default unless longer expressly stated; revocable at will, later proxy revokes earlier, death/incapacity and presence alone do not revoke; irrevocability requires an express statement and an interest in stock or corporation, and ends when that interest ends (N.J.S.A. § 14A:5-19) |
Majority of votes entitled is default quorum, variable by certificate or Act; business continues after loss and less than quorum may adjourn; ordinary action is majority of votes cast unless certificate/Act requires more; directors use plurality unless certificate/bylaws provide otherwise, and cumulative voting only if certificate provides (N.J.S.A. §§ 14A:5-9, 14A:5-11, 14A:5-24) |
Unanimous written consent is always available; unless certificate opts out, other action except annual director election may use meeting-equivalent written consent; consent record date follows § 14A:5-7, no consent counts after the applicable 60-day board-action/solicitation period, prompt notice goes to otherwise notice-entitled nonconsenters, written revocation must be received before the statutory deadline, and consents/inspector report are filed with minutes; Chapter 10/appraisal actions add special 20-day rules (N.J.S.A. §§ 14A:5-6 to -7) |
Federal proxy solicitation, public-company and exchange rules, beneficial- owner/nominee and broker systems, voting trusts and agreements, inspectors, contested elections, appraisal, fiduciary disputes, and transaction- specific approvals remain separate; pending S 694/A 3606 would authorize a bylaw present-or-proxy majority denominator but is not current law |
| New Mexico verified 2026-08-23 | New Mexico Business Corporation Act, NMSA 1978 §§ 53-11-2, 53-11-28 to -34, 53-11-36, 53-18-7, and 53-18-8; ordinary domestic for-profit stock corporation and record shareholders, subject to articles and bylaws |
Place under bylaws, otherwise principal place of business; annual time under bylaws, with directors elected at first and later annual meetings; after no annual meeting within any 13-month period, any shareholder may seek a district-court order; cited provisions state no separate invalidity, forfeiture, or dissolution consequence (NMSA 1978 §§ 53-11-28(A)-(B), 53-11-36) |
Board, holders of at least 10% of all shares entitled to vote, or other persons authorized in articles/bylaws may call; cited section states no separate demand form, delivery, revocation, corporate deadline, or special- meeting court route (NMSA 1978 § 53-11-28(C)) |
Written notice delivered personally or by mail 10-50 days before meeting states place/day/hour and special-meeting purposes; prepaid mail is deemed delivered on deposit; signed written waiver before or after; attendance waives unless holder attends to object that meeting was unlawfully called; cited provisions state no general adjourned-meeting notice or postponement rule (NMSA 1978 §§ 53-11-29, 53-18-7) |
Board may close transfer books up to 50 days and at least 10 days before a meeting, or bylaws/board may set a record date 10-50 days before; default is notice-mailing date and determination carries to adjournment; alphabetical address/share list prepared at least 10 days before, kept at registered office and meeting; omission does not invalidate action, but responsible officer/agent owes proven damages (NMSA 1978 §§ 53-11-30 to -31) |
No general remote-shareholder participation or remote-only meeting route, deemed-presence rule, or identity/access/record safeguards appear in the surveyed Business Corporation Act provisions; electronic proxy transmission is not synchronous meeting participation (NMSA 1978 §§ 53-11-28 to -33) |
Shareholder may appoint by signed writing, telegram, cablegram, facsimile, e-mail, or other authorized electronic transmission carrying authorization information; complete reliable reproduction accepted; 11-month default term unless proxy provides otherwise; cited provisions state no separate revocation method, irrevocability test, death/incapacity rule, receipt rule, or good-faith acceptance standard (NMSA 1978 § 53-11-33(F), (L)-(M)) |
Default quorum is majority of shares entitled, in person or proxied; articles may vary but never below one-third; attained quorum survives voluntary withdrawals; ordinary action is majority of shares represented and entitled on matter; one vote per share unless articles vary; directors elected annually, with cumulative voting only if articles grant it; no separate plurality or no-quorum adjournment rule stated (NMSA 1978 §§ 53-11-32, 53-11-33(A), (C), 53-11-36) |
Action without meeting requires signed written consent stating action from all shareholders entitled to vote on subject and equals unanimous vote; cited provisions state no separate consent record date, electronic form, delivery route, collection period, revocation, future effect, retention, or post-action notice rule (NMSA 1978 § 53-18-8) |
Shareholder means record holder; voting trusts and voting agreements use a separate statute, including a 10-year trust ceiling; federal proxy and solicitation, beneficial-owner and broker systems, public/contested elections, inspectors, fiduciary/appraisal disputes, and transaction- specific votes remain outside ordinary procedure (NMSA 1978 §§ 53-11-2(F), 53-11-34) |
| New York verified 2026-08-22 | New York Business Corporation Law, principally Article 6; domestic for-profit corporation other than a cooperative-law corporation, subject to certificate/bylaw variations the BCL permits (BCL §§ 102(a)(4), 602-624) |
Annual meeting at bylaw-fixed date for directors and other business; bylaws or board set in/out-of-state or electronic place; omission does not forfeit/dissolve except deadlock provision; after one month or 13 months, § 603 director-election special-meeting process applies (§§ 602(a),(c), 603) |
Ordinary special meeting: board or certificate/bylaw-authorized person, with no general shareholder-demand threshold; after specified failure to elect directors, board must call, then 10% of director-election votes may demand a meeting 60-90 days later and a signer may notice it if secretary waits 5 business days; no court call route stated (§§ 602(d), 603) |
Written/electronic notice 10-60 days before meeting, or third-class mail 24-60 days; states place/date/hour, electronic means, and special purpose; written/electronic waiver or attendance without protest before meeting ends; announced adjournment needs no new notice unless new record date; bylaws may set adjournment procedure (§§ 602(e), 605-.606) |
Bylaws or board fix meeting date 10-60 days before and other-action date no more than 60 days before; default is day before notice/meeting or board resolution; meeting list certified and produced on shareholder request at or before meeting; separate 5-day-demand inspection route for shareholder minutes/record (§§ 604, 607, 624) |
Board-authorized reasonable measures may provide substantially concurrent participation and electronic voting/proxy grant; verify record shareholder and retain action record when applicable; participant deemed present; remote-only meeting if board may set place; notice states electronic means (§§ 602(a)-(b), 605(a)) |
Entitled shareholder may appoint by writing, facsimile signature, or authorized electronic transmission; 11-month default; revocable unless statutory irrevocable form/holder conditions; death/incompetence does not revoke before written notice; some creditor/employee irrevocability capped at 3 years and transferee rules apply (§ 609) |
Majority of votes entitled is quorum; certificate/bylaws may reduce to one-third and certificate may increase; quorum survives withdrawal and present holders may adjourn without quorum; directors plurality; ordinary action majority of votes cast for or against, abstention excluded unless documents provide; cumulative voting only if certificate permits (§§ 608, 614, 618) |
All outstanding voting shares by default; certificate may authorize meeting-equivalent minimum; signed writing states action; enough consents delivered within 60 days to registered office, principal place, or records custodian, with special registered-office delivery; prompt nonsigner notice; same effect as vote; § 615 states no revocation/future-effect rule (§§ 615, 624(a)) |
Shareholder voting agreements, voting trusts, inspectors, election challenges, beneficial-owner information, appraisal, federal proxy rules, and transaction votes are separate; certificate-based shareholder control provision ends when shares become exchange-listed or regularly OTC-quoted (§§ 610, 611, 619, 620, 621, and 624) |
| North Carolina verified 2026-08-22 | North Carolina Business Corporation Act, Chapter 55, Article 7; ordinary domestic for-profit corporation and routine shareholder procedure, subject to articles, shareholder-bylaw, public-company, and action-specific rules (§§ 55-1-01, 55-1-40, 55-7-01 through -31) |
Annual meeting at bylaw-set time; in or outside North Carolina at bylaw-set place, otherwise principal office, unless board selects remote-only; omission does not invalidate action and permits a substitute annual meeting; any shareholder may seek a court order after 15 months from the last annual meeting (§§ 55-7-01, 55-7-03, 55-7-09) |
Board or article/bylaw-authorized callers; nonpublic corporation must hold within 30 days after holders of at least 10% of votes on an issue deliver signed, dated purpose demands to secretary; demands expire on day 61 unless the threshold is timely reached; first signature is default record date; signer may seek court order if corporation does not proceed (§§ 55-7-02-.03) |
Notice 10-60 days before meeting with date, time, place if any, and remote means; annual purpose generally need not be stated, special purpose must be; signed written waiver filed with records or attendance waiver subject to timely objection; announced adjournment ordinarily needs no new notice unless a new record date applies (§§ 55-7-05-.07) |
Bylaws or board may fix future record date no more than 70 days before meeting/action; defaults include close of business before first meeting notice, first demand signature, and earliest counted consent receipt; new date required after adjournment beyond 120 days unless court continues it; categorized contact/share list opens two business days after notice through meeting, with inspection, copying, court, and remote-access routes (§§ 55-7-02, -04, -05, -07, -20) |
Board-authorized remote participation counts as presence and permits voting only with reasonable identity verification and reasonable, substantially concurrent participation, communication, and reading/hearing; board may choose remote-only unless articles/bylaws prohibit it; remote-only list access accompanies notice (§§ 55-7-09, 55-7-20) |
Shareholder or attorney-in-fact signs appointment; reproducible electronic record with electronic signature qualifies; effective on authorized tabulator's receipt; 11-month default unless another period stated; revocable unless conspicuously irrevocable and coupled with interest; death/incapacity matters only after notice, and good-faith acceptance rules apply (§§ 55-7-22, 55-7-24) |
Majority of votes entitled in voting group is default quorum, variable by articles, shareholder-adopted bylaw, or statute; without opening quorum, majority of votes cast may adjourn; represented share stays present unless new record date; ordinary action needs votes for to exceed votes against; directors default to plurality, with articles and legacy cumulative-voting rules (§§ 55-7-25, -27, -28) |
Unanimity always available; nonpublic corporations formed before October 1, 2023 need articles opt-in for meeting-equivalent consent, while those formed on/after that date default in unless articles prohibit; specified director actions remain unanimous; signed unrevoked written or agreed electronic consents describe action, deliver to records, accumulate within 60 days, and permit revocation before sufficient receipt; ten-day pre-notice applies to listed extraordinary actions and ten-day post-notice follows ordinary nonunanimous action (§§ 55-7-04, 55-1-50) |
Public corporation means a corporation with a share class registered under Exchange Act § 12; public corporations do not receive the statutory 10% demand or nonunanimous-consent routes and have a separate permissive telephonic-proxy rule; federal proxy solicitation, nominees, voting trusts and agreements, contests, fiduciary disputes, appraisal, and transaction- specific approval remain outside this private-company survey (§§ 55-1-40, 55-7-02, -04, -22, -23, -30, -31) |
| North Dakota verified 2026-08-23 | North Dakota Business Corporation Act, Chapter 10-19.1; ordinary domestic corporation, subject to its articles, bylaws, share terms, and qualifying shareholder agreements (N.D.C.C. §§ 10-19.1-00.1, -31, -83) |
Regular meeting may be annual or less frequent and need not occur unless articles/bylaws or delayed 5% demand requires it; documents fix date, time, and place; shareholder-demand meeting is in principal-office county; elect expiring directors; omission does not invalidate action; court route after earlier of 6 months after fiscal year or 15 months after last meeting (§§ 10-19.1-71, -72.1) |
President, 2+ directors, articles/bylaws-authorized person, or holders of 10% voting power; business-combination/control-board purpose needs 25%; written purpose demand to president/secretary; board has 30 days to cause meeting on notice no later than 90 days, then demanders may call and seek court relief (§§ 10-19.1-72 to -72.1) |
Generally 10-50 days, but articles/bylaws may set a shorter minimum; date, time, place, proxy permission/procedure, and special purpose required; consented electronic delivery; written, electronic, or attendance waiver; announced adjournment within 120 days ordinarily needs no notice; no general postponement rule stated (§§ 10-19.1-73, -75.2(4), (6)) |
Board or authorized officer may fix date no more than 50 days, or shorter document period, before meeting; cited provision states no general default when none is fixed; voting list available from 2 business days after notice through meeting for meeting-communication purpose; written-demand copying, court relief, cost/fee route, and use restriction (§§ 10-19.1-73.2 to -73.3) |
Articles/bylaws authorization plus board determination permits hybrid or remote-only meeting; remote-only participants must hold quorum-level shares; reasonable identity verification and concurrent access, permitted remarks, and voting; compliant participation counts as presence (§§ 10-19.1-71(3), -72(3), -75.2) |
At or before meeting, signed writing, remote/authenticated electronic appointment, or complete reproduction; 11-month default unless expressly longer; revocable by in-person vote, delivered writing/new appointment, or qualifying electronic message; irrevocable only if coupled with interest; death/incapacity and good-faith acceptance rules apply (§§ 10-19.1-76.2 to -76.3) |
Majority voting power is default quorum, variable by articles/bylaws with no stated floor; no-quorum meeting may adjourn and remaining holders may act after quorum withdrawal; ordinary approval is greater of majority present voting power or majority of minimum quorum; directors default plurality and cumulative voting unless articles opt out (§§ 10-19.1-39, -74, -76) |
Unanimous signed or authenticated-electronic action by default; articles may authorize meeting-equivalent power but never below majority of all voting power, and adding that route after formation requires unanimity; effective when requisite holders act unless later time stated; text/effective-date notice to all within 5 days; electronic consent revocable before effect; no fixed collection period (§§ 10-19.1-75, -75.2(5)) |
Board may recognize certified beneficial owners for specified purposes; business-combination/control-board special demand uses 25%; separate ballot, voting-trust, voting-agreement, and control-agreement routes; federal proxy, public-market, contest, fiduciary, and transaction-specific rules remain outside routine procedure (§§ 10-19.1-72(1)(d), -73.2(4), -75.1, -81 to -83) |
| Ohio verified 2026-08-22 | Ohio General Corporation Law, principally R.C. §§ 1701.37-.55; ordinary domestic private for-profit corporation, with several defaults variable by articles, shareholder regulations, or qualifying director regulations |
Annual meeting for director election and reports at article/regulation-set date; otherwise first Monday of fourth month after fiscal-year close; if omitted or directors not elected, election may occur at purpose-called special meeting; governing documents may permit in-state, out-of-state, or remote-only place, otherwise Ohio principal office (§§ 1701.39-.40) |
Chair, president or authorized vice-president, directors at meeting or majority without meeting, holders of 25% of all outstanding shares entitled to vote, or article/regulation-authorized persons; documents may choose a smaller or larger shareholder percentage up to 50%; written request to president/secretary triggers notice and a 15-day self-notice route, with no separate statutory court route (§§ 1701.40-.41) |
Written time, place, purpose, and remote-means notice generally 7-60 days before meeting, with longer document period permitted; personal, mail, overnight, or shareholder-authorized communication; written/authenticated waiver before or after or attendance without timely protest; announced adjournment ordinarily needs no new notice (§§ 1701.41-.42) |
Directors set record date no earlier than setting date and ordinarily no more than 60 days before meeting, unless documents choose shorter or longer; callers may fix after board failure/refusal; default is day before notice or meeting; voting list is produced at meeting on shareholder request and is electronically open throughout remote meeting; separate proper-purpose records inspection applies (§§ 1701.37, 1701.45) |
Board-authorized communications equipment must allow shareholder or proxyholder to participate, vote, read or hear proceedings, and speak or otherwise participate contemporaneously; participation is in-person presence; directors may, but need not, adopt identity-verification and vote- record procedures (§ 1701.40(C)) |
Signed writing or authorized verifiable electronic, telephonic, or other transmission, with reliable reproduction permitted; 11-month default unless expiration or duration stated; revocable unless coupled with interest, only by later appointment received, written/verifiable/open-meeting notice; attendance alone does not revoke; death/incompetency requires estate or fiduciary notice (§ 1701.48) |
Unless governing documents provide otherwise, shareholders present in person, by proxy, or remotely constitute quorum, and majority of represented voting shares may adjourn even without quorum; director candidates with greatest vote totals win unless articles set another standard; cumulative voting applies unless articles eliminate it and timely notice is given (§§ 1701.51, 1701.55) |
Unless articles or qualifying regulations prohibit it, all shareholders entitled to meeting notice must affirmatively approve in signed writing; authenticated telegram, cablegram, email, or other transmission counts and is signed when sent; writings enter corporate records; no partial-consent, collection-period, revocation, or later-notice route (§ 1701.54) |
Control-share proxy restriction, issuing-public remote-place route, voting trusts, inspectors, beneficial-owner/broker systems, federal solicitation, contested elections, and transaction-specific approval rules remain outside this routine private-company survey (§§ 1701.40, 1701.48-.50) |
| Oklahoma verified 2026-08-22 | Oklahoma General Corporation Act, 18 O.S. §§ 1001-1144; ordinary domestic stock for-profit corporation, subject to its certificate and bylaws (18 O.S. § 1001; §§ 1056-1075.3) |
Annual meeting at bylaw-set date/time to elect directors unless qualifying consent substitutes; certificate/bylaws/board set an in-state, out-of-state, or remote-only place; omission does not invalidate acts or dissolve corporation; court route after 30 days past designated date or 13 months when none is set (§ 1056(A)-(C)) |
Board or certificate/bylaw-authorized person; no general shareholder percentage-demand right. If no directors remain, an officer, shareholder, or specified shareholder fiduciary may call under governing documents or seek a court-ordered election; no general special-demand clock (§§ 1056(D), 1068(A)(2)) |
Notice 10-60 days before meeting with place, date/hour, remote means, different voting record date, and special purpose; mail or qualifying electronic delivery; signed written/electronic or attendance waiver; adjournment re-notice after over 30 days or a new record date, with remote- failure posting options; list-refusal court may postpone (§§ 1064(B), 1067, 1074, 1075.2) |
Board-set meeting record date 10-60 days before; voting date may be later through meeting day; default is day before notice or meeting after waiver; consent date no more than 10 days after resolution with statutory defaults; list prepared by tenth day and inspectable electronically or at principal office for 10 days ending day before meeting; court may compel, postpone, or void results (§§ 1058, 1064) |
Board may authorize hybrid or remote-only participation; corporation must verify shareholder/proxyholder status, allow substantially concurrent participation and voting, retain action records, and state remote means in notice; compliant participant is present in person (§§ 1056(A), 1067(A)) |
Shareholder or authorized representative may sign, transmit attributable electronic authority, or use a complete reproduction; three-year default, express longer term allowed with no stated maximum; irrevocable only while expressly irrevocable and coupled with a legally sufficient interest; cited section states no separate revocation method or death/incapacity rule (§ 1057(B)-(E)) |
Majority of shares entitled, present or by proxy, is default quorum; certificate/bylaws may vary quorum or vote but not below one-third; ordinary action needs majority of shares present/represented and entitled; directors default to plurality and cumulative voting requires certificate; cited general provisions state no separate quorum-survival rule (§§ 1059, 1061) |
Meeting-equivalent minimum unless certificate provides otherwise; paper or electronic consent; specified corporate, custodian, registered-office, or designated-system delivery; sufficient consents within 60 days of first delivery; future effect within 60 days and revocable before effect; prompt notice to qualifying nonconsenters (§§ 1058(B), 1073) |
Inspector statute defaults out for a private corporation without exchange- listed, quoted, or over-2,000-holder voting stock unless documents provide otherwise; stock ledger controls record-holder voting/list access; beneficial-owner, public solicitation, contests, fiduciary disputes, and transaction-specific approvals remain separate (§§ 1064(C), 1075.1) |
| Oregon verified 2026-08-22 | Oregon Business Corporation Act, ORS chapter 60; ordinary domestic for-profit corporation, subject to its articles and bylaws (ORS 60.001(5), 60.951) |
Annual meeting at bylaw-set time; bylaws or board set an in-state or out-of-state place, principal-office default unless remote-only; omission does not invalidate action; court route after earlier of six months after fiscal-year end or 15 months after last annual meeting (ORS 60.201, 60.207(1)(a)) |
Board, articles/bylaw-authorized person, or private-company holders of 10% of votes on an issue; articles may set a lower percentage or raise it only to 25%; signed, dated, purpose-stating delivery to secretary, revocable before sufficient demand; court route if no notice in 30 days or meeting not held as noticed (ORS 60.204, 60.207(1)(b)) |
Notice 10-60 days before meeting; annual purpose ordinarily optional, special purpose required; electronic delivery subject to opt-out and failure rules; signed written or attendance waiver; represented-vote majority may adjourn even without quorum; no separate general postponement rule in surveyed provisions (ORS 60.034, 60.214-.219) |
Bylaws or board may fix one date for all voting groups, no more than 70 days before action; notice default is day before first transmission, demand and consent default to first signature; new date required after over-120-day adjournment; list available two business days after notice through meeting, with inspection, copying, injunction, and postponement remedies (ORS 60.204(3), 60.211(2), 60.214(4), 60.221, 60.224) |
Board may authorize hybrid or remote-only meeting; corporation must verify shareholder/proxyholder status, ensure effective participation, retain vote or action record, and state authorization plus response method in notice; compliant participant is present in person and may vote (ORS 60.201(2), 60.204(4), 60.222) |
Shareholder or designated representative may sign or send attributable, dated electronic authorization; effective on receipt by tabulator; 11-month default, express longer term allowed with no stated maximum; revocable unless conspicuously irrevocable and coupled with an interest; death/incapacity matters only after notice (ORS 60.231, 60.237) |
Majority of votes entitled is default quorum; articles may vary it but not below one-third; represented share remains for quorum through adjournment; ordinary action needs more votes for than against; directors default to plurality, with cumulative voting only by articles; represented-vote majority may adjourn without quorum (ORS 60.219, 60.241, 60.247, 60.251) |
Unanimity by default; articles may authorize meeting-equivalent minimum; signed paper or electronic document delivered to corporate records; no stated collection period; first signature is default record date; effect is last signature or sufficient-consent delivery unless a permitted different date; advance or prompt notice applies to specified nonvoters and prompt notice to nonconsenters follows nonunanimous action (ORS 60.001(8), (32)-(33), (39), 60.034(4), 60.211) |
Publicly traded shareholder-demand rights depend on articles or bylaws; listed or regularly traded corporations must appoint inspectors; nominee recognition uses a corporation-established procedure; public solicitation, contests, fiduciary disputes, and transaction-specific approvals remain outside this private-company survey (ORS 60.204(2), (6), 60.223-.234) |
| Pennsylvania verified 2026-08-22 | Pennsylvania Business Corporation Law, principally 15 Pa.C.S. Chapter 17; ordinary business corporation, subject to statute and permitted article or shareholder-adopted-bylaw variations (§ 1701) |
At least one meeting each calendar year for directors at bylaw-set time; bylaws set geographic or remote-only place, otherwise executive office; omission does not dissolve or invalidate acts; after six months any shareholder may call; election meetings have short adjournment limits (§§ 1704(a), 1755(a),(c)) |
Board, bylaw-authorized officer/person, or shareholders with at least 20% of all votes unless articles remove that right; secretary generally fixes statutory-call meeting within 60 days, caller may act on refusal; entitled caller may seek court meeting order after 30-day failure (§§ 1755(b)-(b.1), 1792) |
Record-form notice at least 5 days before ordinary meeting or 10 days for entity/fundamental transaction, with no general maximum; states day/hour, geographic location if any, and special-business nature; signed waiver or attendance without opening objection; announced adjournment usually needs no new notice; postponement/cancellation has statutory limits and prompt notice (§§ 1702, 1704-.1705, 1755(c)-(d)) |
Board-set notice record date no more than 90 days before meeting and may set later voting date; defaults are day before notice/meeting or first filed consent/request; complete alphabetical address/share list open throughout meeting or reasonably accessible online, meeting-related use only; list failure generally does not invalidate pre-demand action (§§ 1763-.1764) |
Unless bylaws restrict, remote shareholder presence/voting counts; remote- only allowed unless bylaws expressly prohibit, with reasonable concurrent participation, hearing/reading, voting, motions, and comments; §§ 1708-.1709 state no separate identity-verification rule (§§ 1708-.1709) |
Executed/authenticated writing or qualifying electronic message filed or sent to secretary/agent; revocable at will unless coupled with interest, revocation effective on notice; 3-year default unless longer stated; death/incapacity ineffective after record-form notice; multiple-proxy and interest rules apply (§ 1759) |
Majority of entitled votes and class votes is default quorum, variable by shareholder-adopted bylaw without stated floor; quorum survives withdrawal, proxy action keeps shares present, no-quorum attendees may adjourn; ordinary action majority votes cast, directors highest vote totals, and cumulative voting generally applies unless articles provide otherwise (§§ 1756-.1758) |
Unanimous record-form consent by default; shareholder-adopted bylaw may authorize meeting-equivalent minimum; sign before/on/after effect and file with minutes; future/event effect and record-form revocation before effect; partial consent effective immediately with prompt nonsigner notice, except entity transaction waits at least 10 days (§ 1766) |
Registered-corporation rules, beneficial-owner/nominee procedures, judges of election, voting trusts/agreements, federal proxy rules, contests, and transaction-specific votes remain separate; ordinary judges authenticate proxies and votes when appointed (§§ 1763(c), 1765, 1768, 1791-.1793) |
| Rhode Island verified 2026-08-23 | Rhode Island Business Corporation Act; ordinary corporation subject to Chapter 7-1.2 and shareholders appearing on the corporate voting record, subject to articles, bylaws, voting agreements, and special-entity rules (R.I. Gen. Laws §§ 7-1.2-101, -704, -709) |
Annual meeting at bylaw-fixed time and place in or outside Rhode Island, otherwise registered office; remote-only route available; omission does not forfeit or dissolve corporation; discretionary Superior Court route if no annual meeting occurs within any 13-month period (R.I. Gen. Laws § 7-1.2-701(a), (f), (g)) |
Board or persons authorized by articles/bylaws may call; no general shareholder-demand percentage or call-failure court route stated; Superior Court separately hears annual-meeting, election, appointment, and voting- rights disputes (R.I. Gen. Laws § 7-1.2-701(b), (f)) |
Notice to each voting shareholder 10-60 days before meeting; writing, facsimile, or consented electronic transmission; signed written waiver and attendance waiver; announced adjournment needs no notice unless a new record date applies; general sections state no universal purpose-content or postponement rule (R.I. Gen. Laws §§ 7-1.2-701(c)-(e), -702) |
Bylaws or board may close books or fix date no more than 60 days before action; default meeting date is mailing date; list available at least 10 days before through meeting at registered office or principal place and to attending in-person or remote shareholders; inspection on written demand, with no general copying or refusal remedy stated here (R.I. Gen. Laws §§ 7-1.2-703 to -704) |
Board in sole discretion or bylaws may authorize hybrid or remote-only participation by shareholders and proxyholders; corporation must reasonably verify identity, provide substantially concurrent participation and reading or hearing plus voting, and retain a vote/action record; participant deemed present in person (R.I. Gen. Laws § 7-1.2-701(g)) |
Shareholder or attorney-in-fact appoints in writing, including facsimile, internet, telephonic, or other authorized electronic transmission; invalid after 3 years unless proxy provides otherwise; death/incapacity notice rule; irrevocable only if stated and coupled with a sufficient interest, with purchaser-notice limits (R.I. Gen. Laws § 7-1.2-708(c), (k)) |
Default quorum is majority of shares entitled, variable by articles/bylaws but never below one-third; ordinary approval is majority of shares present and entitled; directors elected by plurality and cumulative voting only if articles opt in; no separate loss-of-quorum rule stated (R.I. Gen. Laws §§ 7-1.2-705 to -706, -708(d)) |
Unanimity by default; articles may authorize meeting-equivalent less-than- unanimous consent except actions under §§ 7-1.2-1002 and -1102; signed writings filed with minutes and same effect as meeting action; prompt notice to every shareholder who could have voted; record-date and registered-office delivery rules apply; no fixed collection, revocation, or effect-time rule stated (R.I. Gen. Laws §§ 7-1.2-703(b), -707) |
Voting trusts and agreements generally use renewable terms of no more than 10 years; bondholder voting exists only if articles confer it; federal proxy rules, beneficial-owner systems, contested elections, derivative suits, fiduciary disputes, and transaction-specific approvals remain separate (R.I. Gen. Laws §§ 7-1.2-701(f), -709 to -711) |
| South Carolina verified 2026-08-22 | South Carolina Business Corporation Act of 1988, Title 33 Chapters 1-20; ordinary domestic private business corporation and routine shareholder procedure, principally §§ 33-7-101 through -310 |
Annual meeting at bylaw time or annual action by unanimous written consent; bylaw place inside/outside South Carolina, principal-office default, and board may authorize hybrid/remote-only; omission does not invalidate action; shareholder court route after earlier of 9 months after fiscal year-end or 18 months after last annual meeting (§§ 33-7-101, -103) |
Board, articles/bylaw-authorized person, or 10% of voting power for ordinary nonpublic corporation; signed, dated written purpose demands delivered to secretary, first signature default record date; demander may seek court order if no notice within 30 days or meeting not held as noticed; only stated purposes may be conducted (§§ 33-7-102 to -103) |
Notice 10-60 days before meeting with date, time, place, annual purpose only when otherwise required, and special purpose always; signed written waiver delivered to records or attendance waiver with timely objection; announced adjournment needs no new notice unless new record date; no separate postponement rule stated (§§ 33-7-105 to -106) |
Bylaws or board set future record date no more than 70 days before action; defaults include day before first meeting notice, first demand signature, and first consent signature; new date required after noncourt adjournment beyond 120 days; alphabetical voting-group/class list with address and shares available to private holders from notice date through meeting, with demand, copy, court-compulsion, and postponement routes; omission does not invalidate action (§§ 33-7-102, -104, -105, -107, -200) |
Board-authorized shareholder/proxy hybrid or remote-only participation; reasonable identity verification, substantially concurrent communication and read/hear access, voting opportunity, and retained vote/action record; qualifying participant is present in person; list statute states no separate electronic-network route (§§ 33-7-101 to -102, 33-7-200) |
Shareholder/agent/attorney-in-fact signed form or attributable electronic transmission, plus complete reliable reproduction; proxy must have effective date, using appointee receipt date if undated; effective at tabulator receipt; expiration stated or 11-month default; revocable unless conspicuously irrevocable and appointee has listed interest; death/incapacity and good- faith acceptance rules apply (§§ 33-7-220, -240) |
Majority votes entitled is default quorum; represented share stays present through meeting/adjournment absent new record date; favorable votes must exceed opposing votes; articles may require greater quorum/vote, with no lower route stated; directors by plurality; cumulative voting defaults on unless articles opt out and may be invoked by 48-hour notice or announcement before voting, with requested recess up to 2 hours (§§ 33-7-250, -270 to -280) |
All voting shareholders must sign one or more written consents describing action and deliver them to minutes/records; agreed electronic record and signature can satisfy writing/signature under UETA; first signature is default record date; no partial-consent, collection-period, revocation, or nonconsenter notice route stated; required nonvoters receive same meeting material at least 10 days before action (§§ 33-7-104, 26-6-50, 26-6-70) |
Ordinary private-company procedure only; nominee recognition and voting trust/agreement statutes are separate, while public-corporation demand elections, proxy solicitations, contests, fiduciary/appraisal disputes, and transaction-specific approvals remain outside this survey (§§ 33-7-102, -220, -230, -300 to -310) |
| South Dakota verified 2026-08-23 | South Dakota Business Corporation Act; ordinary domestic corporation under Chapter 47-1A, subject to its articles, bylaws, and qualifying shareholder agreements (S.D. Codified Laws §§ 47-1A-101, -732 to -732.3) |
Annual meeting at bylaw-set time and place in or outside South Dakota, otherwise principal office; directors elected at annual meetings; omission does not invalidate corporate action; shareholder may seek court order at earlier of 6 months after fiscal-year end or 15 months after last annual meeting (§§ 47-1A-701, -703, -803) |
Board, articles/bylaw-authorized person, or holders of default 10% of votes on proposed issue; articles may set lower or up to 25%; signed, dated, delivered purpose demand is revocable until sufficient demands arrive; court route if notice not given within 30 days or meeting not held as noticed (§§ 47-1A-702 to -703) |
Generally 10-60 days with date, time, and place; annual purpose ordinarily unnecessary, special purpose required; authorized electronic notice counts as writing; signed written or attendance waiver; announced adjournment ordinarily needs no new notice unless a new record date applies; no general postponement rule stated (§§ 47-1A-141 to -141.2, -705 to -706) |
Bylaws or board may fix date no more than 70 days before action; meeting default is day before first notice; list available from 2 business days after notice through meeting at principal office or identified meeting-city place; written-demand inspection/copying and court-order route; withholding does not invalidate action (§§ 47-1A-705, -707, -720) |
Board in sole discretion may authorize hybrid or remote-only participation by shareholders and proxies; corporation must reasonably verify identity and provide concurrent opportunity to participate, communicate, read or hear, and vote; qualifying participant deemed present in person (§ 47-1A-709) |
Shareholder, agent, or attorney-in-fact appoints by signed form or authorized electronic transmission; effective on tabulator's receipt; 11-month default unless expressly longer; revocable unless stated irrevocable and coupled with interest; death/incapacity and good-faith acceptance rules apply (§§ 47-1A-722 to -722.5, -724 to -724.1) |
Default majority of votes entitled by voting group; articles may require more; represented share remains for meeting and adjournment unless new record date; ordinary action passes when votes for exceed votes against; annual director election and cumulative voting right, with no general plurality threshold stated in these provisions (§§ 47-1A-725, -727 to -728, -803) |
All entitled shareholders must sign one or more written consents and deliver them for minutes or corporate records; record date defaults to first signature; ineffective until all are received and revocable until then; same effect as meeting vote; required nonvoting-holder notice is 10 days before action; no fixed collection period or general post-action notice (§§ 47-1A-704 to -704.1) |
Listed or regularly market-traded corporation must appoint inspectors; qualifying unanimous shareholder agreement ends on listing or regular market trading; voting trusts and voting agreements are separate; federal proxy, beneficial-owner, contest, fiduciary, and transaction-specific rules remain outside this procedure survey (§§ 47-1A-729 to -732.3) |
| Tennessee verified 2026-08-22 | Tennessee Business Corporation Act, Title 48, chapters 11-27; ordinary domestic private business corporation subject to charter, bylaws, and Chapter 17 shareholder-action provisions (§§ 48-17-101 to -209) |
Annual meeting at bylaw time unless directors elected by permitted consent; bylaw place inside/outside Tennessee, otherwise principal office; omission does not invalidate action; court route after earlier of 6 months after fiscal-year end or 15 months after last annual meeting (§§ 48-17-101, 48-17-103) |
Board, charter/bylaw-authorized caller, or—unless charter says otherwise— holders of at least 10% of votes on proposed issue; signed, dated written purpose demands delivered to secretary; first signature default record date; court route if no notice within 1 month or meeting not held as noticed (§§ 48-17-102 to -103) |
Notice 10 days to 2 months before meeting with date/time/place; annual purpose usually optional, special purpose required; consented electronic and physical methods; signed or attendance waiver with timely objection; announced adjournment needs no new notice unless new record date; no general postponement rule (§§ 48-11-202, 48-17-105 to -106) |
Bylaws or board fix future date no more than 70 days before action; notice, demand, and consent defaults; new date after adjournment beyond 4 months; alphabetical voting-group list from 2 business days after notice through meeting at principal office/noticed place and at meeting; written-demand inspection/copy, court remedy, no invalidity for defect (§§ 48-17-102(c), 48-17-104(c), 48-17-105(d), 48-17-107, 48-17-201) |
Unless charter/bylaws say otherwise, corporation may permit hybrid or remote meeting through communications by which all participating shareholders simultaneously hear one another; participation is presence in person; § 48-17-109 states no separate identity, action-record, or electronic-list condition (§§ 48-17-109, 48-17-201) |
Signed/facsimile writing or authorized telegram, cablegram, or electronic transmission; reliable complete reproduction allowed; effective on receipt; 11-month default unless appointment states another period; revocable unless conspicuously irrevocable and coupled with interest; death/incapacity and good-faith acceptance rules (§§ 48-17-203, 48-17-205) |
Majority of votes entitled is default quorum; charter may provide otherwise and expressly may require more; chair or majority of represented shares may adjourn no-quorum group; represented share remains; ordinary votes for must exceed against; directors by plurality, cumulative only if charter opts in and meeting/proxy notice or 48-hour holder notice triggers it (§§ 48-17-206 to -209) |
Default route requires every voting shareholder to consent to acting without meeting, then meeting-equivalent affirmative votes with each signer recording vote/abstention; charter may authorize meeting-equivalent partial consent; paper/electronic delivery to records, effective on sufficient delivery or authorized tabulation delay; required nonvoters get 10-day advance notice, nonconsenting voters notice within 10 days after; no collection/revocation rule stated (§ 48-17-104) |
Federal proxy/solicitation rules, beneficial-owner and nominee systems, voting trusts/agreements, inspectors and poll contests, appraisal, fiduciary disputes, and transaction-specific approval remain outside this routine private-company procedure survey (§§ 48-17-203 to -205; scope boundary) |
| Texas verified 2026-08-22 | Texas Business Organizations Code Chapters 6 and 21; ordinary domestic for-profit corporation, subject to its certificate and bylaws (Tex. Bus. Orgs. Code §§ 21.002(5), 6.001-.205, 21.351-.373) |
Time set under bylaws; place in or outside Texas under governing documents or unanimous notice-holder agreement, otherwise registered or principal office; after written request, court may order if no meeting or substitute consent within 13 months; omission does not terminate corporation (§§ 6.001(a)-(b), 21.351) |
President, board, certificate/bylaw-authorized person, or certificate-set shareholder percentage up to 50%; default shareholder threshold 10%; first signer's date is default demand record date; § 21.352 states no separate special-meeting court route (§ 21.352) |
Written notice 10-60 days before meeting with date/time and physical place or remote system/access; special-purpose statement required; consent-based electronic notice; written or attendance waiver subject to timely objection; no-quorum majority may adjourn; no general postponement rule in surveyed provisions (§§ 6.051-.052, 21.353-.3531, 21.358(d)) |
Documents or board set meeting record date no more than 60 days before and at least 10 days before meeting; statutory defaults apply; consent record date follows §§ 6.102 and 21.356; voting list prepared by 11th day and kept available 10 days at office or securely online for shareholder inspection; omission does not invalidate meeting action (§§ 6.101-.102, 21.354-.357, 21.372) |
Subject to governing documents, system must let each participant communicate with all others; voting requires reasonable identity verification and an action record; participant is present unless participating solely to object; notice supplies remote and list access (§§ 6.002-.003, 6.051(a), 21.353(c)) |
Shareholder's written proxy includes authorized electronic transmission or reliable reproduction; 11-month default term unless proxy provides otherwise; revocable unless conspicuously irrevocable and coupled with an interest; bylaws may set Code-consistent validity procedures; cited proxy provisions state no separate death/incapacity rule (§§ 21.367-.371) |
Majority of voting shares present or by proxy; certificate may increase or reduce to no less than one-third; quorum ordinarily survives withdrawal; no-quorum majority present may adjourn; directors default to plurality and ordinary matters to majority of shares voting for, against, or expressly abstaining, subject to authorized document variations (§§ 21.358-.363) |
Unanimity by default; certificate may authorize meeting-equivalent minimum; signed writing may be qualifying electronic transmission; less-than- unanimous consents dated and completed within 60 days, with special delivery for unsolicited consents; revocable before effect; future effect limited by statute; prompt notice to record-date nonsigners (§§ 6.102, 6.201-.205) |
Separate nationally listed-corporation election and shareholder-proposal rules plus nominee/proxy-bylaw procedures are outside this private-company survey; ordinary procedure does not replace transaction-specific approval rules (§§ 21.371, 21.373) |
| Utah verified 2026-08-22 | Utah Revised Business Corporation Act, Utah Code Title 16, Chapter 10a; ordinary domestic for-profit corporation, subject to its articles and bylaws (§§ 16-10a-101, -102(11), (34)) |
Annual meeting at the bylaw-set time; bylaws set an in-state or out-of- state place, with principal-office default; omission neither invalidates corporate action nor causes forfeiture or dissolution; shareholder or director court route after 15 months from the last annual meeting or, if none, incorporation (§§ 16-10a-701, -703(1)(a)) |
Board, bylaw-authorized persons, or holders of at least 10% of votes on a proposed issue; signed, dated, purpose-stating demands delivered to the secretary; default demand record date is the later of the earliest demand date or 60 days before receipt of the first qualifying demand; petitioner route if no notice within 60 days or meeting not held as noticed (§§ 16-10a-702 to -703) |
Written notice 10-60 days before the meeting, delivered by permitted personal, mail, carrier, or consented electronic means; annual purpose ordinarily optional, special purpose mandatory; signed written or attendance waiver; announced adjournment ordinarily needs no notice, but over-30-day adjournment or a new record date does (§§ 16-10a-103, -705 to -706) |
Bylaws or board may fix a future record date no more than 70 days before action; default meeting date is close of business before first notice; new date required after an over-120-day adjournment; alphabetical voting-group list available from the earlier of 10 days before meeting or two business days after notice through adjournments, with inspection, copying, fees, damages, restrictions, and postponement remedies (§§ 16-10a-707, -720) |
Unless bylaws provide otherwise, any or all shareholders may participate, or the meeting may be conducted, by communication through which all participants can hear each other during the meeting; participant is present in person; cited section states no separate identity-verification, vote- record, or alternative-access safeguard (§ 16-10a-708) |
Shareholder, agent, or attorney-in-fact may sign or send an attributable electronic appointment; effective on receipt by inspector or tabulator; 11-month default with express longer term and no stated maximum; revocable unless stated irrevocable and coupled with interest; death/incapacity and extinguishment depend on notice, and good-faith acceptance rules apply (§§ 16-10a-722, -724) |
Majority of votes entitled is default quorum and the chapter authorizes only greater article or qualifying shareholder-bylaw requirements; a represented share remains through adjournment unless a new record date; ordinary action needs more votes for than against; directors default to plurality and cumulative voting requires articles authorization (§§ 16-10a-725, -727 to -728, -1021) |
Unless articles opt out, meeting-equivalent dated written or qualifying electronic consents delivered to the principal place or records custodian; 60-day collection, signed revocation before effectiveness, and last-needed- consent effect; director election requires unanimity; nonunanimous action normally requires notice at least 10 days before consummation, but articles or bylaws may choose notice within 10 days after delivery or tabulation; permanent action record (§§ 16-10a-704, -1601) |
Beneficial owners count as shareholders only through a corporation's nominee-recognition procedure; voting trusts and agreements, federal proxy solicitation, public-company rules, contests, fiduciary disputes, and transaction-specific approvals remain outside this private-company survey (§§ 16-10a-102(34), -723, -730 to -732) |
| Vermont verified 2026-08-23 | Vermont Business Corporation Act, Title 11A; ordinary domestic for-profit corporation subject to its articles and bylaws (11A V.S.A. §§ 1.01, 1.40(4)-(5), 7.01-.32) |
Annual meeting at bylaw-fixed time; Vermont location unless bylaws permit outside, otherwise principal office; electronic meeting allowed; court route after earlier of six months after fiscal-year end or 15 months since last annual meeting; lateness does not invalidate action (§§ 7.01, 7.03) |
Board, articles/bylaws-authorized persons, or holders of at least 10% of votes on an issue by signed, dated demands delivered to secretary; first signer sets default demand record date; court route if no notice in 30 days or meeting not held as noticed (§§ 7.02-.03) |
Notice 10-60 days before with date, time, and place; annual purpose usually unnecessary, special purpose required and limits business; signed delivered waiver or attendance waiver subject to timely objection; announced adjournment needs no new notice unless a new record date applies; no general postponement rule in surveyed provisions (§§ 7.05-.06) |
Bylaws or board may fix date 10-70 days before meeting/action; default is close of business before first meeting notice, first demand signature, or first consent signature; alphabetical voting-group list open two business days after notice through meeting; court may compel access and postpone; timely objection can negate action absent five-day recess or court ruling (§§ 7.02(b), 7.04(c), 7.05(d), 7.07, 7.20) |
Annual or special meeting may use any electronic or telecommunications mechanism, including videoconference; Chapter 7 states no separate verification, access, communication-record, or deemed-present safeguards (§§ 7.01-.02) |
Signed personally or by attorney-in-fact, or transmitted electronically, including telephone or email; effective on authorized receipt; 11-month default term unless longer stated; revocable unless conspicuously irrevocable and coupled with an interest; death/incapacity affects acceptance only after notice (§§ 7.22, 7.24) |
Majority of votes entitled is quorum; articles or Act may require more but not less; represented share remains present through qualifying adjournment; ordinary action requires more votes for than against; directors default to plurality, with cumulative voting only by articles opt-in and meeting notice or 48-hour shareholder notice (§§ 7.25, 7.27-.28) |
Articles may preclude consent; otherwise unanimity by default; specifically authorized articles may permit majority of all voting shares after prior notice to each shareholder; written includes electronic; signed consents go in minutes or corporate records; prompt later notice follows nonunanimous action; § 7.04 states no collection or revocation period (§ 7.04) |
Corporation may separately recognize nominee-held beneficial owners; voting trusts, voting agreements, shareholder agreements, public-company status, federal proxy rules, contests, fiduciary disputes, and transaction- specific approvals remain separate; a § 7.32 agreement ends when the corporation becomes public (§§ 7.23-.24, 7.30-.32) |
| Virginia verified 2026-08-22 | Virginia Stock Corporation Act, Title 13.1, Chapter 9, chiefly Article 8; ordinary domestic private stock corporation and routine shareholder procedure, subject to articles, bylaws, voting-group, public-corporation, shareholder-agreement, and action-specific rules (Va. Code §§ 13.1-601, 13.1-603, 13.1-654 through -671.1) |
Annual meeting at bylaw-stated/fixed time unless directors are elected by permitted written consent; in or outside Virginia at bylaw-stated/fixed place or, consistently with bylaws, notice-stated place, with remote-only board option unless articles/bylaws require a place; omission does not invalidate action, and any shareholder may seek a court order after 15 months without annual meeting/effective substitute consent (Va. Code §§ 13.1-654, -656, 13.1-660.2) |
Chair, president, board, or articles/bylaw-authorized persons may call; a nonpublic corporation with 35 or fewer record shareholders defaults to signed, dated purpose demands by holders of 20% of issue-entitled votes, but articles may raise/lower/prohibit; demand may be revoked before meeting, threshold must be completed within 60 days, and signer court route opens if notice is not given within 30 days or meeting is not held as noticed (Va. Code §§ 13.1-655 to -656) |
Routine notice 10-60 days before meeting states date, time, place if any, and remote means; annual purpose ordinarily need not be stated, special purpose must be; any delivery method is allowed subject to consented or authorized electronic rules; signed written waiver filed with records or attendance waiver subject to timely objection; announced adjournment usually needs no notice, but a new record date triggers at least ten days' notice (Va. Code §§ 13.1-610, 13.1-658 to -659) |
Bylaws or board fix record date no more than 70 days before meeting/action and may separate notice and voting dates; new date required after ordinary adjournment beyond 120 days; default meeting date is day before first notice, with demand/consent defaults in §§ 13.1-655/-657; alphabetical voting-group/class/series address/share lists open from five business days after notice through premeeting close (voting list promptly after its date), physically or on secure network, with inspection/copying and court- postponement remedies (Va. Code §§ 13.1-655, -657, -660 to -661) |
Board authorizes remote participation by class/series and guidelines; reasonable measures must verify each remote shareholder or proxy and allow reasonable participation/voting plus substantially concurrent reading or hearing; participant is present and may vote; board may choose remote-only unless articles/bylaws require a place, and notice/list-access rules remain separate (Va. Code §§ 13.1-658, 13.1-660.2, 13.1-661) |
Shareholder/agent/attorney-in-fact signs appointment or sends attributable, dated electronic transmission; effective on receipt by inspectors or authorized counter; stated term controls, otherwise 11 months; revocable unless appointment states irrevocability and is coupled with interest; death/incapacity matters only after corporate notice, interest termination ends irrevocability, and good-faith acceptance/rejection rules apply (Va. Code §§ 13.1-663, 13.1-665) |
Majority of votes eligible in voting group is default quorum; articles may set greater or lesser but not below one-third; less than quorum may adjourn, and represented share remains through meeting/adjournment absent new date; ordinary action requires votes for to exceed votes against, excluding abstentions/broker nonvotes; directors default to plurality, cumulative voting only if articles authorize and notice/proxy statement discloses it (Va. Code §§ 13.1-666, -668 to -669) |
Unanimous dated written/electronic consent always works without board action; meeting-equivalent partial consent needs articles authorization, pre-copy to secretary at least ten days before more than 10% of any voting group signs, required board approval, dated delivery to secretary, sufficient unrevoked consents within 60 days of earliest signature, and notice within ten days to nonvoters/nonconsenting voters; future effect is capped at 60 days (Va. Code § 13.1-657) |
Public corporations do not receive § 13.1-655's small-corporation demand route and face separate partial-consent limits; beneficial-owner recognition, intermediaries/nominees, inspectors, electronic ballots, voting trusts and agreements, unanimous shareholder agreements, federal proxy solicitation, contests, appraisal, fiduciary disputes, and transaction-specific 25-day notices/approval remain separate (Va. Code §§ 13.1-657 to -658, -664 to -665, -669.1 to -671.1) |
| Washington verified 2026-08-22 | Washington Business Corporation Act, Title 23B, chiefly chapter 23B.07; ordinary domestic private business corporation and routine shareholder procedure, subject to articles, bylaws, public-company, voting-group, formation-date, and action-specific rules (RCW 23B.01.010, 23B.07.010-.320) |
Annual meeting at bylaw-stated/fixed time for director election unless written consent substitutes; in/out Washington at bylaw place, otherwise principal office, with authorized remote-only option unless articles/bylaws provide otherwise; omission does not invalidate action, and voting shareholder court route opens at the earlier of six months after fiscal- year end or 15 months after last annual meeting/substitute consent (RCW 23B.07.010, 23B.07.030, 23B.07.080) |
Board or articles/bylaw-authorized callers; default signed, dated purpose demand by holders of 10% of votes on an issue; public-company articles may limit/deny, while private articles/bylaws may raise threshold no higher than 25%; demands must reach threshold within 60 days, first delivered demand is default record date, and signer may seek court order if notice is not given within 30 days or meeting is not held as noticed (RCW 23B.07.020-.030) |
Routine notice 10-60 days before meeting states date, time, and place; annual purpose ordinarily need not be stated, special purpose must be; electronic notice is permitted after notice of intent, subject to shareholder objection and two-failure cutoff; written executed waiver filed with records or attendance waiver subject to timely objection; announced adjournment ordinarily needs no notice unless bylaws/new record date require it (RCW 23B.01.410, 23B.07.050-.060) |
Bylaws or board fix record date no more than 70 days before meeting and no more than ten days before first consent; meeting default is day before first notice, demand default first delivered demand, consent default earliest executed consent; new date required after adjournment beyond 120 days; alphabetical voting-group/class/series address/share list opens ten days before through meeting, physically or on network, with remote-only access, inspection/court-postponement route, and no invalidity from failure (RCW 23B.07.020, 23B.07.040, 23B.07.070, 23B.07.200) |
Unless articles/bylaws provide otherwise, corporation may permit hybrid or remote-only participation under board guidelines; notice states access, reasonable measures verify each shareholder/proxyholder and allow reasonable participation/voting plus substantially concurrent reading or hearing; qualifying participation is presence in person, and remote-only format must be open to all voting shareholders with network list access (RCW 23B.07.010-.020, 23B.07.080, 23B.07.200) |
Shareholder/agent/attorney-in-fact executes form or attributable, dated electronic transmission; effective on receipt by inspector or authorized tabulator; stated term controls, otherwise 11 months; revocable unless it states irrevocability and is coupled with interest; death/incapacity matters only after corporate notice, extinguished interest ends irrevocability, and good-faith acceptance/rejection rules apply (RCW 23B.07.220, 23B.07.240) |
Majority of votes entitled in voting group is default quorum, variable by articles/title; represented share remains through meeting/adjournment unless new date; ordinary action requires votes for to exceed votes against; directors use largest vote totals unless articles or qualifying bylaw differ; post-2019 corporations need articles for cumulative voting, while pre-2020 corporations default to cumulative unless articles opt out, subject to conspicuous notice or 72-hour shareholder notice (RCW 23B.07.250-.280) |
Unanimity always works; meeting-equivalent partial consent needs general or limited articles authorization and cannot elect cumulative-voting directors; dated, action-describing executed/electronic consents include meeting- equivalent materials, are withdrawable before sufficiency, delivered within 60 days after earliest execution, and effective upon sufficient delivery plus any articles advance-notice period; nonsigners/nonvoters get prompt solicitation notice and all relevant holders get prompt sufficiency notice (RCW 23B.07.040, 23B.07.070) |
Public-company articles may limit/deny the special-meeting demand and public companies have distinct electronic-posting notice; beneficial-owner nominee recognition, inspectors, good-faith ballot acceptance, voting trusts and agreements, shareholder agreements, federal proxy solicitation, contests, appraisal, fiduciary disputes, and transaction-specific 20-day notices and approvals remain separate (RCW 23B.01.410, 23B.07.020, 23B.07.035, 23B.07.230-.240, 23B.07.300-.320) |
| West Virginia verified 2026-08-23 | West Virginia Business Corporation Act; ordinary domestic for-profit corporation and registered shareholder or recognized beneficial owner, subject to articles, bylaws, and authorized agreements (W. Va. Code §§ 31D-1-101, 31D-1-150(4), (21), 31D-7-701 to -732) |
Annual meeting at bylaw-fixed time and place in or outside West Virginia, otherwise principal office; omission does not invalidate action; qualifying holder may seek court order after earlier of 6 months after fiscal-year end or 15 months after last annual meeting (§§ 31D-7-701, -703(a)(1)) |
Board, articles/bylaws-authorized persons, or signed, dated, delivered purpose demands from default 10% of votes on proposed issue; articles may set lower or up to 25%; demand ordinarily revocable before sufficiency; court route if notice not given within 30 days after secretary delivery or meeting not held as noticed (§§ 31D-7-702 to -703) |
Written notice 10-60 days before meeting states date, time, and place; annual purpose ordinarily unnecessary, special purpose required; signed written or attendance waiver subject to timely objection; announced adjournment needs no new notice unless new record date; no separate general postponement rule (§§ 31D-1-151, 31D-7-705 to -706) |
Bylaws or board fix future date no more than 70 days before action; default meeting date is day before first notice; same date carries through adjournment unless board sets new date, mandatory after 120 days; alphabetical list available from 2 business days after notice and at meeting; court may order access and postpone (§§ 31D-7-705(d), -707, -720) |
Board may authorize remote participation by class/series and, unless articles/bylaws prohibit, remote-only meeting; reasonably verify shareholder or proxy and provide substantially concurrent participation, voting, and ability to read/hear proceedings; participant deemed present (§ 31D-7-708(e)-(g)) |
Unless articles/bylaws differ, shareholder, agent, or attorney-in-fact appoints by signed form or authorized electronic transmission; effective on receipt by counter; 11-month term unless longer expressly stated; revocable unless stated irrevocable and coupled with interest; death/incapacity after corporate notice; good-faith acceptance standards (§§ 31D-7-722, -724) |
Default quorum is majority of votes in each voting group, subject to articles/chapter; represented share remains present through adjournment; ordinary approval when votes for exceed votes against; directors default to plurality; shareholders have cumulative voting, subject to notice; listed or regularly traded corporations need inspectors (§§ 31D-7-725, -727 to -729) |
Unanimous signed written consents describing action, delivered for minutes or records; record date is first signature; all consents must arrive within 60 days of earliest dated delivered consent; revocable before sufficiency; effect as meeting vote; required nonvoting-holder notice at least 10 days before action (§ 31D-7-704) |
Nominee recognition, voting trust/agreement, and unanimous shareholder- agreement routes are separate; shareholder agreement ends upon listing or regular trading and public companies need inspectors; federal proxy and solicitation, broker/contest systems, fiduciary/appraisal disputes, and transaction votes remain outside routine procedure (§§ 31D-7-723, -729 to -732) |
| Wisconsin verified 2026-08-22 | Wisconsin Business Corporation Law, Chapter 180; ordinary domestic private for-profit corporation and routine shareholder procedure, principally §§ 180.0701-.0731 |
Annual meeting required at bylaw time; bylaw place inside or outside Wisconsin, principal-office default, and remote-only only if bylaws authorize board discretion; omission does not invalidate corporate action; shareholder may seek court-ordered meeting after earlier of 6 months after fiscal year-end or 15 months after last annual meeting (§§ 180.0701, 180.0703) |
Board, articles/bylaw-authorized person, or holders of at least 10% of votes on a proposed issue; holders sign, date, deliver written purpose demand; first signature is default record date; demand signer may petition if corporation gives no notice within 30 days (§§ 180.0702-.0703) |
Notice ordinarily 10-60 days before meeting with date, time, place if any, and authorized remote means; annual purpose generally optional, each special purpose required; written signed waiver or attendance waiver subject to timely objection; announced adjournment needs no new notice unless a new record date applies (§§ 180.0141, 180.0705-.0706) |
Bylaws or board fix future record date no more than 70 days before action; meeting default is close of business day before first notice; new date required after noncourt adjournment beyond 120 days; class/series list with address and holdings available from 2 business days after notice through meeting, with inspection/copy and court routes (§§ 180.0705(3), 180.0707, 180.0720) |
Board may authorize hybrid participation; remote-only meeting additionally needs bylaw authority; reasonable identity verification, concurrent read/hear and voting opportunity, and retained vote/action record; compliant shareholder or proxy is present in person (§§ 180.0701-.0702, 180.0709) |
Signed/facsimile writing, attributable electronic transmission, or complete reliable reproduction; effective on receipt by inspector or vote tabulator; 11-month default unless appointment says otherwise; revocable unless stated irrevocable and coupled with interest, ending when interest ends; death or incapacity matters only after timely corporate notice; good-faith acceptance rules apply (§§ 180.0722, 180.0724) |
Majority of votes entitled is default quorum; represented share remains present through meeting/adjournment absent new record date; favorable votes must exceed opposing votes; articles or an articles-authorized shareholder bylaw may set greater/lower quorum or greater vote with no stated numerical floor; directors by plurality, cumulative voting only by articles plus statutory notice (§§ 180.0725, 180.0727-.0728, 180.1021) |
Unanimity defaults; articles may authorize meeting-equivalent threshold, except for a director election subject to cumulative voting; one or more signed written consents delivered into corporate records, electronic signature/delivery permitted; effective on sufficient delivery unless a different time is stated; no collection period stated; 10-day post-action notice to unrepresented voters and 10-day advance notice where nonvoters would receive meeting notice; future-effective consent revocable unless it says otherwise (§§ 180.0103, 180.0112, 180.0704) |
Ordinary private Chapter 180 procedure only; nominee recognition and voting trust/agreement statutes are separate, while federal proxy and public-company systems, statutory-close rules, contests, fiduciary/appraisal disputes, and transaction-specific approvals remain outside this survey (§§ 180.0723, 180.0730-.0731) |
| Wyoming verified 2026-08-23 | Wyoming Business Corporation Act, W.S. Title 17, Chapter 16; ordinary domestic for-profit corporation, subject to its articles and bylaws (W.S. §§ 17-16-101, 17-16-140(a)(iv)-(v), 17-16-701 to -732) |
Annual meeting at bylaw-fixed time unless directors elected by qualifying consent; place in or outside Wyoming under bylaws, otherwise principal office; board may choose remote-only; court route after earlier of six months after fiscal-year end or 15 months since last annual meeting; lateness does not invalidate action (§§ 17-16-701, -703) |
Board, articles/bylaws-authorized persons, or holders of default 10% of votes on an issue; articles may lower or raise threshold to at most 25%; signed, dated demands delivered to corporation and revocable before enough arrive unless articles say otherwise; court route if no notice in 30 days or meeting not held as noticed (§§ 17-16-702 to -703) |
Notice 10-60 days before with date, time, place, and communication means; annual purpose usually unnecessary, special purpose required and limits business; written signed or electronic waiver, or attendance waiver subject to opening objection; announced adjournment needs no new notice unless a new record date applies; no general postponement rule in surveyed provisions (§§ 17-16-705 to -706) |
Bylaws or board may fix date no more than 70 days before meeting/action; defaults depend on first notice, first demand, first delivered consent, or prior board action; alphabetical or numerical voting-group list available two business days after notice through meeting; court may compel access, award costs and fees, and postpone; list failure does not invalidate action (§§ 17-16-702(b), -704(c), -705(d), -707, -720) |
Board may make an annual meeting remote-only or authorize remote shareholders and proxies; must consider access and alternative means, reasonably verify identity, provide substantially concurrent participation and voting, and retain action records; qualifying participant is deemed present; annual and special notices state communication means (§§ 17-16-701(b), -705(a)) |
Shareholder, agent, or attorney-in-fact may sign or electronically transmit appointment with authorization information; effective on authorized receipt; 11-month default term unless longer stated; revocable unless stated irrevocable and coupled with an interest; death/incapacity affects acceptance only after notice; good-faith acceptance rules apply (§§ 17-16-722, -724) |
Majority of votes entitled is default quorum; articles may require more or less with no stated floor in cited provisions; represented share stays present through qualifying adjournment; ordinary action requires more votes for than against; directors default to plurality, with cumulative voting only by articles opt-in and meeting notice or 48-hour holder notice (§§ 17-16-725, -727 to -728) |
Unanimity by default; articles may authorize meeting-equivalent minimum without prior notice; dated written or qualifying electronic consents; delivery to registered agent or secretary; 60-day collection, revocation before sufficient delivery, effect on sufficient delivery unless reasonable tabulation delay, and notice within 10 days to nonvoting and nonconsenting holders (§ 17-16-704) |
Corporation may separately recognize nominee-held beneficial owners; public corporation must appoint inspectors; voting trusts, voting agreements, shareholder agreements, federal proxy rules, contests, fiduciary disputes, and transaction-specific approvals remain separate; a § 17-16-732 agreement ends when corporation becomes public (§§ 17-16-140(a)(xxxi), -723 to -724, -729 to -732) |
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