Navigating Stockholders' Meetings: Insight from Wheat Legal PLLC

Running a business in Washington State comes with its unique set of challenges & obligations, particularly when it comes to the pivotal events known as stockholders' meetings. These meetings are not just a corporate formality; they are a cornerstone of business governance. Wheat Legal PLLC is here to guide you through the process, ensuring your meetings are effective, compliant, & productive.

The main reason shareholders come together for their yearly meeting is to choose directors for the company's board. In public companies, or private ones that have asked shareholders to vote by proxy, the names of the people up for election are listed in the proxy materials, & they don't need to be formally nominated during the meeting itself. But if the company's internal rules (bylaws) allow it, any shareholder can suggest someone to be a director, as long as they follow any specific steps the company requires, like giving advance notice, which is a typical rule for public companies.

The person running the meeting (the chair) can let people suggest new candidates during the meeting if the rules say it's okay & as long as the suggestions are serious. The chair can ask for certain things before accepting a nomination, like making sure the person being suggested has agreed in writing to be nominated & is willing to serve on the board if they get elected. According to the rules of the Securities & Exchange Commission, a person's name should not be put forward for election unless they've said they're willing to be included in the proxy materials & are prepared to serve on the board if they win.

Planning Your Stockholders' Meeting

A successful stockholder meeting begins with meticulous planning. Here’s your checklist:

• Timing. Schedule annual meetings according to your bylaws, typically allowing shareholders to review annual financials.

• Notice. Provide written notice to shareholders within the time frame stipulated by Washington law—no less than 10 nor more than 60 days before the meeting date.

• Agenda. Prepare a clear agenda outlining all topics for discussion & decisions, such as approving annual accounts, electing directors, & addressing shareholder proposals.

There's no strict rule that says a company has to follow a specific set of procedures when they have a shareholder's meeting. The Washington Business Corporation Act, local court decisions, or common practices don't force a company to do things a certain way. Because most companies don't spell out detailed procedures in their internal rules (bylaws), it usually falls on the person leading the meeting (the chair) to decide how things will run. They might set some ground rules at the start of the meeting for everyone to follow.

However, using complex formal rules like Robert's Rules of Order, which are designed for more formal gatherings, isn't really suitable for these business meetings. A shareholder shouldn't try to use these formal rules to challenge the process unless the company's bylaws specifically say to use them. The chairperson should prepare an agenda & any rules for the meeting in advance & give them to the attendees beforehand. They're responsible for making decisions about how the meeting should go. The chair needs to be fair & honest when making these decisions.

If the chairperson is expecting the meeting to be a bit rough, it's a good idea to have some rules ready to help manage things. These rules should be flexible & allow the chair to use their judgment. They should start the meeting by explaining that it will be run according to these rules & the set agenda. Note that if a company allows shareholders to join the meeting online, they must make sure these remote participants can take part in the meeting properly & vote, just like they would if they were there in person. This includes being able to follow the meeting live.

The Anatomy of a Shareholder Meeting

A shareholder meeting in Washington State can take various forms, from in-person gatherings to digital meet-ups. Regardless of the venue, the structure is generally consistent:

• Opening Formalities. Begin with a welcome, a roll call to establish quorum, & the presentation of the agenda.

• Business Review. Directors report on the year's business performance & future strategy.

• Voting Sessions. Shareholders vote on resolutions, director appointments, & other formal business.

• Open Forum. Time is allocated for shareholders to ask questions & discuss company affairs.

Usually, only those who have the right to vote, which means shareholders listed on the company's records & the people they authorize to vote for them, can go to a shareholder's meeting. But it's common for company officials, board members, & other people who have a valid business reason to be there too. For companies that are traded publicly, employees, a few family members & friends of shareholders, & reporters might also be let in sometimes.

However, since letting in anyone who isn't an official shareholder involves some decision-making, it's a good idea for the company to have clear rules about who gets in. Public companies often have a process in place so that people who have invested in the company through a broker or bank (known as beneficial owners) can attend these meetings. This might involve showing a legal proxy that they've gotten from the shareholder of record (the broker or bank), or other proof like an account statement.

Legalities & Logistics

• Record-Keeping. Minutes must be recorded & maintained as part of the company's official records.

• Proxy Voting. Shareholders unable to attend should be provided the option to vote by proxy, as per the Business Corporation Act.

When shareholders have a special meeting, it's for a specific reason, & only topics related to that reason can be talked about. If someone brings up something new that wasn't mentioned before the meeting, it'll probably be considered off-topic because shareholders weren't told about it beforehand.

For annual meetings, the notice sent to shareholders doesn't have to explain why the meeting is being held unless the law or the company's foundational documents say otherwise. Scheduled topics that are included in the notice or on the meeting's agenda are usually presented, discussed, & then voted on.

If someone suggests something new during the meeting that wasn't on the agenda, the chairperson has to quickly decide if it's appropriate to discuss. The chair might say no for a few reasons: maybe because nobody was told about it in advance, it's against the law, or it's just not suitable even though it's legally okay for shareholders to decide on it.

If someone wants to talk about something not previously mentioned in the meeting materials, the chair might find this inappropriate because shareholders didn't get a heads up. However, the chair could still allow discussion on this new topic, especially if the shareholders are there in person. Before making a decision on such topics, the chair might want to talk to a lawyer. Some new suggestions might be automatically out of order because they're illegal, like if they try to make shareholders do things that only the board of directors is allowed to do. Other new ideas might not be illegal, but they could be considered inappropriate, like if they're trivial, confusing, or just about someone's personal complaint.

Even though the chair has the authority to stop any new suggestion from being voted on, they might still let shareholders think about it. If this happens, the shareholder who came up with the idea would present it formally, & if someone else supports it, then it can go to a vote following the meeting's rules.

Shareholder Meetings in Private Companies

Do you need to conduct a meeting for a private company? Yes! Private companies are not exempt from the rules. They must:

• Conduct Annual Meetings. To ensure compliance with corporate governance requirements.

• Maintain Records. Accurate minutes & records of decisions are not just best practices—they're a legal necessity.

If a company might have trouble with disruptive shareholders during a meeting, it's a good idea to have a plan for handling such situations. This might include having security guards ready to step in if needed. If a shareholder starts to cause a scene, the person in charge of the meeting (the chair) should politely ask them to stop. The chair should explain that the behavior is not allowed, it's against the meeting rules, & it could be considered a crime of trespassing in Washington State. If the person doesn't settle down, they could be kicked out.

The chair might also ask the other shareholders if they agree to remove the person causing the trouble. If most agree, then the chair has the backing of the group in case there's a lawsuit later on, because the group collectively found that the disruptive shareholder needed to be removed. If there are already rules set before the meeting about how to handle such situations, then this step might not be necessary.

If things get really bad, the chair may need to ask security to escort the person out. But before doing this, the chair should talk to a lawyer, because using force can lead to other problems like bad press or a lawsuit. Any force used should be the minimum needed to handle the situation.

Regarding the voting process in shareholder meetings, companies traded on major stock markets must have someone (an inspector) make sure the voting is done right. This inspector can be a company employee or, especially for public companies, someone independent. The inspector has to promise to do the job fairly & to the best of their ability. They check how many shares can vote, how many are there to vote, & whether any votes by proxy are valid. After counting all the votes, they report the results.

If there's a problem with how the inspector counted the votes, this can be taken to court. The court would look at the inspector's connections, the evidence they had, & whether their decisions seem reasonable. The inspector's final word on the vote count is usually accepted unless someone quickly challenges it in court. The law isn't clear on how fast you have to be to challenge the count, so the courts would decide if a challenge is made in time.

Wheat Legal PLLC: Your Partner in Compliance & Success

At Wheat Legal PLLC, we specialize in guiding businesses through the intricacies of corporate law. We believe that a well-conducted stockholder meeting is a foundation for strong business relations & effective governance. Whether you are a new entity learning the ropes or an established business facing a lawsuit, we can help you navigate the legal landscape with confidence.

We provide comprehensive services, including:

• Meeting Preparation. Assisting with agenda setting, notice requirements, & procedural rules.

• Governance Advice. Offering expert counsel on corporate governance & shareholder relations.

• Litigation Support. Representing your interests in the event of shareholder disputes or litigation.

Ready for Your Next Meeting?

When it's time for your next stockholder meeting, remember that preparation, legal adherence, & shareholder engagement are key to a successful outcome. With Wheat Legal PLLC, you have a partner dedicated to ensuring your meetings are not just compliant, but also conducive to your business's growth & success.

Contact us to ensure your next stockholder meeting is conducted with the utmost professionalism & legal precision.