§150 Stockholders’ Meetings

Summary

A China Trade Act corporation must hold its first stockholders’ meeting within six months after its certificate of incorporation is issued. The meeting must be at the main office or a branch. A majority of the directors named in the articles must call the meeting. Every 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 make a quorum for business. At that meeting (or an adjourned one) the stockholders adopt the bylaws by a majority of the votes cast. Only the stockholders can decide major matters like adopting or changing bylaws, amending the articles, selling the whole business or a separate branch, voluntarily dissolving the company, or extending its life. Changes to the articles or authorizations above need approval by at least two-thirds of the voting shares. Those changes do not take effect until the corporation files a certificate with the Secretary in the form the Secretary’s rules require, and the Secretary certifies that the change meets the chapter’s rules. A certified copy of the bylaws, any bylaws changes, and the minutes of all stockholders’ meetings must be filed with the registrar.