§150 Stockholders’ meetings

Summary

A China Trade Act corporation must hold a meeting of its stockholders within six months after its certificate of incorporation is issued. The meeting must be held at the main office or a branch. A majority of the directors named in the articles must call the meeting. Each stockholder must get at least 90 days’ notice in person or by mail. Two-thirds of the voting shares, present in person or by proxy, are needed to do business. At that meeting (or a later adjourned meeting) the stockholders present must approve the bylaws by a simple majority. Only stockholders at a meeting can decide five things: adopt bylaws; change the articles or bylaws; authorize sale of the whole business or a separate branch; authorize voluntary dissolution; or authorize applying to extend the corporation’s duration. Any such change or authorization needs approval of at least two-thirds of the voting shares. Changes or approvals for dissolution or extension do not take effect until the corporation files a certificate with the Secretary in the required form and the Secretary certifies it meets the law. A certified copy of the bylaws, any amendments, and the minutes of all stockholders’ meetings must be filed with the registrar.