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An Introduction to the Law of Corporations: Cases and Materials, Fall 2017

Stockholder Meetings and Voting for Directors

Stockholders do not have a general right to manage the business and affairs of the corporation. Nor do they have a general right to vote on matters related to the operation of the corporation's business. The principle power of stockholders is the power to vote for directors and certain corporate transactions which for which there is a statutory stockholder vote required. Stockholders who disagree with the strategy or direction of the corporation have the right to vote in favor of a different board and thus through the corporate ballot box to affect a change in corporate direction. 

It's no surprise then that the stockholder meeting and stockholder votes will be consequential for stockholders. The following provisions lay out the requirements for stockholder meetings as well as stockholder voting at these meetings.