What notice must be given of a shareholders’ meeting?

Shareholders must be notified, in writing, of any meeting at which they will be permitted or required to take some action, such as electing directors. See Cal. Corp. Code § 601. The notice must be given to shareholders not less than 10, nor more than 60, days before the date the meeting is to be held. The notice must state the place, date, and hour of the meeting, and, if appropriate, the means by which shareholders may participate in the meeting electronically. In the case of an annual meeting, the notice must also include (1) the names of the nominees for the board of directors to be voted on by the shareholders, and (2) whatever other matters the board intends to present for action by the shareholders at the meeting. In the case of a special meeting, the notice must also state the general nature of the business to be transacted, and that no other business may be transacted, at the meeting. The required notice may be provided to the shareholders in person or by electronic transmission or first-class mail (except in larger corporations, which can also use third-class mail). In addition, shareholders can simply give consent in writing to take an action, without a meeting and without prior notice, which would otherwise have to be taken at a meeting. See Cal. Corp. Code § 603. This is an especially useful technique in corporations with just one or a few shareholders, who can consent to actions in writing without going through the motions of holding formal meetings. However, directors may not be elected in this manner, except by unanimous written consent of all of the corporation’s voting shareholders.