YSC, Title 23.  Corporations, Partnerships & Associations
 
 
 
Chapter 5:  Meetings
and Voting

501.   Voting at meetings.
502.   Annual meeting.
503.   Special meetings for election of directors.
504.   Cumulative voting.
505.   Voting agreements and voting trusts.
506.   Voting of stock by trustees, etc.
507.   Irregular meetings, how validated.
508.   Consent of stockholders in lieu of meeting.
509.   Meeting called by the Registrar.
510.   Action by directors without a meeting.

     501.  Voting at meetings.
     At any meeting of any corporation, it shall be lawful for the members to vote either in person or by proxy.  No proxy shall be valid after 12 months from the date of its execution unless otherwise provided in the proxy.  The corporation shall provide by its bylaws the mode of voting at meetings of its trustees, directors, or board of managers.

Source:  YSL 2-51 42.

Cross-reference:  The statutory provision on "bylaws; corporation procedure", is found in section 320 of chapter 3 of this division.

     502.  Annual meeting.
     A meeting of the stockholders of every corporation shall be held at least once every year.  Unless otherwise provided in the articles of incorporation or bylaws, the annual meeting of the stockholders or members of every corporation shall be held on the first Monday of April in each year.

Source:  YSL 2-51 43.

Cross-reference:  The statutory provision on articles of incorporation, is found in section 305 of chapter 3 of this division.  The statutory provision on "bylaws; corporation procedure", is found in section 320 of chapter 3 of this division.

     503.  Special meetings for election of directors.
     Whenever the annual meeting is not held as provided, or the meeting is held but directors are not elected, a special meeting may be called and held for that purpose upon demand made in writing by a stockholder and delivered to any officer of the corporation.  The special meeting shall be held within 15 days of the demand.

Source:  YSL 2-51 44.

     504.  Cumulative voting.
     Upon a written request made not less than 48 hours prior to the time fixed for a meeting to elect directors, the directors shall be elected by cumulative voting as follows:  each stockholder present in person or represented by proxy shall have a number of votes equal to the number of shares of capital owned by the stockholder multiplied by the number of directors to be elected at the meeting; each stockholder shall be entitled to cumulate his votes and give all thereof to one nominee or to distribute his votes in such a manner as the stockholder determines among any or all of the nominees.  The nominees receiving the highest number of votes, up to the total number of directors to be elected at the meeting, shall be the successful nominees.  The right to have directors elected by cumulative voting, upon proper request, shall exist notwithstanding any provision to the contrary in the articles of incorporation or bylaws.  This section shall not prevent the filing of vacancies in the directors, which vacancies may be filled in such manner as may be provided in the articles of incorporation or bylaws.

Source:  YSL 2-51 45.

Cross-reference:  The statutory provision on articles of incorporation, is found in section 305 of chapter 3 of this division.  The statutory provision on bylaws; corporation procedure, is found in section 320 of chapter 3 of this division.

     505.  Voting agreements and voting trusts.
     Two or more persons owning stock in any corporation for profit organized under the laws of the State, including persons owning stock as trustee for another, may enter into a written agreement for the purpose of vesting in one or more persons, as trustee or trustees, the authority to exercise the voting power of any or all of the stock, or may transfer any or all of the stock to any person or persons for the purpose of vesting in such person or persons, as trustee or trustees all voting or other rights pertaining to the stock.  Any such agreement or transfer shall be for a period not exceeding ten years and upon the terms and conditions stated in the agreement.  The agreement may provide for the method of appointment or election of the trustee or trustees and may designate a successor trustee or trustees.  All the agreements shall be recorded in the minute book of the corporation.  Each stock certificate representing stock which is subject to an agreement vesting voting rights in a trustee or trustees shall be delivered to the secretary of the corporation who shall note on each certificate that it is subject to the provisions of a voting agreement, as recorded in the minute book.  This notation shall constitute sufficient notice of the existence of the agreement and any purchaser acquiring any stock with the above notation thereon shall be bound by the terms of the agreement.  All certificates of stock transferred pursuant to an agreement be surrendered and canceled and new certificates therefor issued to such person or persons as trustee or trustees in which new certificates it shall appear that they are issued pursuant to the agreement.  In the entry of transfer on the books of the corporation it shall also be noted that the transfer is made pursuant to the agreement.  The trustee or trustees shall execute and deliver to the transferors voting trust certificates.

Source:  YSL 2-51 46, modified.

     506.  Voting of stock by trustees, etc.
     A personal representative, guardian, or trustee may vote, in person or by proxy, the stock of any corporation held by him in such capacity at all meetings of the corporation whether or not the stock has been transferred into his name on the books of the corporation; but, in case the stock has not been so transferred into his name, he shall, as a prerequisite to so voting, if the corporation so requires, file with the corporation a certified copy of his letters as such personal representative or guardian or his appointment or authority as trustee.

Source:  YSL 2-51 47.

     507.  Irregular meetings, how validated.
     Subject to any limitations expressly contained in the articles of incorporation or charter or in the bylaws of any corporation, when three-fourths of the stockholders or members entitled to vote at any meeting sign by themselves or their proxies or other authorized representatives a written consent or approval on the record of the meeting, the doings of the meeting, however called or notified, shall be valid.

Source:  YSL 2-51 48.

     508.  Consent of stockholders in lieu of meeting.
     Whenever the vote of stockholders at a meeting is required in connection with any corporate action by any section of this division, the meeting and vote of stockholders may be dispensed with if all of the stockholders who would have been entitled to vote upon the action if the meeting were held, consent in writing to the corporate action being taken.  If the type of action consented to is one which must be evidenced by a certificate, as required by any section of this division, the certificate filed under such section shall state that written consent has been given in lieu of stating that the stockholders have voted on the action in question, if said statement is required in the certificate.

Source:  YSL 2-51 49, modified.

     509.  Meeting called by the Registrar.
     Whenever, by reason of the death, absence, or other legal impediment of the officers of any corporation, there is no person duly authorized to call or preside at a legal meeting thereof, the Registrar may, on written application of four or more of the members or stockholders thereof, issue an order to any of the members or stockholders, directing him to call a meeting of the corporation.  The Registrar may, in the same order, direct one of the members or stockholders to preside at the meeting, and any meeting held pursuant to the order shall be valid.

Source:  YSL 2-51 51.

     510.  Action by directors without a meeting.
     Unless otherwise prohibited by the articles of incorporation or bylaws, any action required or permitted to be taken at any meeting of the directors or of a committee of the directors may be taken without a meeting if all of the directors or all of the members of the committee, as the case may be, sign written consent setting forth the action taken or to be taken at any time before the intended effective date of such action.  Such consent shall be filed with the minutes of the directors' meetings or committee meetings, as the case may be, and shall have the same effect as a unanimous vote.

Source:  YSL 2-51 52.

Cross-reference:  The statutory provision on articles of incorporation, is found in section 305 of chapter 3 of this division.  The statutory provision on bylaws; corporation procedure, is found in section 320 of chapter 3 of this division.
                                                                                                                                                                                                                                                                                                           
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