Record Date for Corporate Meetings and Voting
Meetings
The bylaws of a corporation may provide, or in the absence of such a provision, the board may fix, in advance, a date as the record date for the purpose of determining the members or shareholder entitled to notice of any meeting of members or shareholders Generally, such record date shall not be more than 90 days nor less than 10 days before the date of the meeting. If no record date is fixed, members or shareholders at the close of business on the business day preceding the day on which notice is given, are entitled to notice of a meeting of members or shareholders. A determination of members or shareholders entitled to notice of a meeting of members or shareholders shall apply to any adjournment of the meeting unless the board fixes a new record date for the adjourned meeting.
Voting
The bylaws of a corporation may provide, or in the absence of such a provision, the board may fix, in advance, a date as the record date for the purpose of determining the members or shareholders entitled to vote at a meeting of members or shareholders. Such record date shall not be more than 60 days before the date of the meeting. Generally, such record date shall also apply in the case of an adjournment of the meeting unless the board fixes a new record date for the adjourned meeting. If no record date is fixed, members or shareholders on the day of the meeting who are otherwise eligible to vote are entitled to vote at the meeting of members, or in the case of an adjourned meeting, members or shareholder on the day of the adjourned meeting, who are otherwise eligible to vote are entitled to vote at the adjourned meeting of members.
Written Ballots
The bylaws may provide, or in the absence of such a provision, the board may fix, in advance, a date as the record date for the purpose of determining the members or shareholder entitled to cast written ballots. Generally, such record date shall not be more than 60 days before the day on which the first written ballot is mailed or solicited. If no record date is fixed, members or shareholder on the day the first written ballot is mailed or solicited who are otherwise eligible to vote are entitled to cast written ballots.
Other Matters
The bylaws may provide, or in absence of such provision, the board may fix, in advance, a date as the record date for the purpose of determining the members or shareholders entitled to -exercise any rights with respect of any other lawful action. Generally, such record date shall not be more than 60 days prior to such other action. If no record date is fixed, members or shareholder at the close of business on the day prior to the date of such other action are entitled to exercise such rights.
The vast majority of corporation boards establish the record date as the mailing date.
PacificBusinessAdvisors.net
Office: 818-991-5200
Direct: 818-991-9019