Kentucky: Corporate Shareholder Meeting, Proxy, and Written-Consent Requirements

Requirements one by one

Annual and special meetings

KRS §§ 271B.7-010 through 271B.7-030 require an annual meeting at the
bylaw-fixed time. The bylaws set a place inside or outside Kentucky, with the
principal office as default; an authorized board may instead select a
qualifying remote-only meeting. Missing the scheduled date does not invalidate
corporate action. A participating shareholder may seek a court-ordered annual
meeting after the earlier of six months after fiscal year-end or 15 months
after the last annual meeting.

A special meeting is called by the board, an articles- or bylaw-authorized
person, or holders of at least 33⅓% of votes on the proposed issue. The articles
may set a higher or lower percentage. The demand must be written, signed, dated,
delivered to the secretary, and state the purposes. The first signature is the
default record date, and a qualifying signer may seek court relief if notice is
not given within 30 days or the meeting is not held as noticed.

Notice, record dates, and the shareholder list

KRS §§ 271B.7-050 through 271B.7-070 require notice 10 to 60 days
before the meeting with its date, time, and place. KRS § 271B.1-410 recognizes
authorized electronic notice. An annual purpose is generally optional; the
special purpose is mandatory. A signed written waiver works, and attendance
waives defects unless the shareholder makes the required timely objection.

The bylaws or board may set a future record date no more than 70 days before the
action. Without one, the meeting record date is the day before first notice is
delivered. The date carries through adjournment unless the board changes it and
must be reset after a noncourt adjournment beyond 120 days.

KRS § 271B.7-200 requires a voting-group, class, and series list with each
holder's address and shares. It becomes available five business days before the
meeting and stays available through the meeting at the principal office or a
noticed city location; the corporation must also produce it at the meeting.
The section gives inspection and copying rights and says withholding the list
does not invalidate meeting action, but states no meeting-list-specific court or
postponement remedy.

Remote participation

KRS § 271B.7-080 lets an authorized board select hybrid or remote-only
participation for shareholders and proxyholders. Deemed presence and voting
require reasonable identity verification, a reasonable opportunity to
participate and vote, substantially concurrent read-or-hear access, and a
corporate record of each remote vote or other action.

Proxies

KRS §§ 271B.7-220 and 271B.7-240 allow a shareholder, agent, or
attorney-in-fact to sign a proxy appointment or send an attributable electronic
transmission. The appointment becomes effective when the secretary or other
authorized tabulator receives it. It lasts 11 months unless the form expressly
provides a longer period.

The appointment is revocable unless it states that it is irrevocable and is
coupled with a listed interest. Death or incapacity affects corporate acceptance
only after timely notice. Extinguishment of the interest, transfers, electronic
records, and good-faith acceptance or rejection have separate statutory rules.

Quorum, voting, and director elections

KRS §§ 271B.7-250 and 271B.7-270 default quorum to a majority of votes
entitled. A represented share stays present through the meeting and adjournment
unless a new record date applies. Ordinary action passes when favorable votes
exceed opposing votes. Section 271B.7-270 authorizes the articles to require a
greater quorum or vote and states no lower route.

KRS § 271B.7-280 elects directors by plurality and permits cumulative
voting only when the articles opt in. The statute defines plurality as election
of the candidates with the largest vote totals up to the number of seats.

Written consent

KRS § 271B.7-040 requires unanimous consent by default. The articles may
instead authorize action by holders representing at least 80% of eligible
votes, or any higher threshold required by the Act or articles. That reduced
route cannot elect directors by cumulative voting.

Consents must describe the action, be signed, and be delivered for the minutes
or corporate records. KRS § 271B.1-400 recognizes electronic signatures and
electronic delivery. The statute states no collection period. A consent may be
revoked until sufficient consents arrive, and action becomes effective on
sufficient delivery or a different date stated in the consent. Less-than-
unanimous action triggers prompt notice to nonconsenting voters; required
nonvoters and voting holders whose consent was not solicited receive the
proposed-action material at least 10 days before action.

Boundaries

KRS §§ 271B.7-230, 271B.7-300, and 271B.7-310 separately govern
nominee recognition, voting trusts, and voting agreements. Public proxy
solicitations, broader beneficial-owner systems, contested elections, fiduciary
or appraisal disputes, and transaction-specific approvals remain outside this
routine private-company survey.

What trips people up

The annual meeting remains a statutory duty. KRS § 271B.7-010 does not make
written consent a substitute for holding the annual meeting, even though §
271B.7-040 permits shareholder action without a meeting.

The nonunanimous consent route is a fixed supermajority, not the vote that would
usually suffice at a meeting. KRS § 271B.7-040 requires at least 80% after an
articles opt-in and excludes cumulative director elections.

The list remedy is narrower than the familiar Model Act pattern. KRS §
271B.7-200 preserves inspection and copying and says omission does not void the
meeting, but does not itself supply a court-compulsion or postponement route.

Common questions

Can the articles lower Kentucky's 33⅓% special-meeting demand threshold?

Yes. KRS § 271B.7-020 permits either a higher or lower articles percentage and
states no statutory upper or lower bound for that variation.

Can a Kentucky proxy last longer than 11 months?

Yes. KRS § 271B.7-220 uses 11 months as the default but permits a longer period
when the appointment form expressly provides it.

Must every shareholder sign a written consent?

Yes by default. The articles may authorize the special 80% route in KRS §
271B.7-040, subject to any higher applicable threshold and the cumulative-
election exclusion.

Statutes and sources

• KRS §§ 271B.1-010, 271B.1-400, and 271B.1-410 — Act scope,
  definitions, electronic delivery/signatures, and notice. Official Kentucky
  statute,
  accessed August 22, 2026.
• KRS §§ 271B.7-010 through 271B.7-080 — meetings, court relief,
  consent, notice, waiver, record dates, and remote participation. Official
  Kentucky statute,
  accessed August 22, 2026.
• KRS §§ 271B.7-200 through 271B.7-280 — list, voting shares,
  proxies, nominees, acceptance, quorum, and director elections. Official
  Kentucky statute,
  accessed August 22, 2026.
• KRS §§ 271B.7-300 through 271B.7-310 — voting trusts and
  agreements. Official Kentucky
  statute,
  accessed August 22, 2026.