§150 Stockholders’ Meetings

Summary

A China Trade Act corporation must hold a stockholders’ meeting within six months after it is incorporated. A majority of the directors named in the articles must call the meeting at the principal office or a branch. Each stockholder must get at least 90 days’ notice in person or by mail. Shareholders holding two-thirds of the voting shares, present in person or by proxy, make a quorum. At that meeting (or an adjourned meeting) the shareholders must approve the bylaws by a majority of votes represented. Only stockholders can decide five matters: adopting bylaws; changing the articles or bylaws; selling the whole business or a separate branch; voluntarily dissolving the corporation; and applying to extend how long the corporation exists. Those actions generally need approval of at least two-thirds of the voting shares. No amendment, dissolution, or extension takes 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.