Purposes for which meetings may be called: Overview, definition, and example
What is purposes for which meetings may be called?
Purposes for which meetings may be called refers to the specific reasons or subject matters that justify convening a formal meeting of shareholders, board members, or other governing bodies. This provision is typically found in corporate bylaws, shareholder agreements, or operating agreements, and it sets boundaries on what topics can trigger or be discussed at such meetings—especially in the case of special or extraordinary meetings.
Why is purposes for which meetings may be called important?
This concept is important because it helps prevent unnecessary, duplicative, or disruptive meetings, while also ensuring that legitimate concerns can be formally addressed. For example, routine business may be handled at annual meetings, but urgent or narrowly defined matters—like removing a director or approving a merger—may justify calling a special meeting. Clear rules about allowable purposes protect the organization’s governance process and reduce the risk of abuse or confusion.
Understanding purposes for which meetings may be called through an example
A corporation’s bylaws state that a special shareholders’ meeting may only be called to approve major transactions, amend the certificate of incorporation, or remove directors. If a group of shareholders tries to call a special meeting just to discuss general dissatisfaction with management, the company may decline the request based on the permitted purposes outlined in the governing documents.
Example of how a purposes for which meetings may be called clause may appear in a contract
Here’s how a purposes for which meetings may be called clause may appear in a corporation’s bylaws or shareholder agreement:
"Special meetings of the shareholders may be called only for the purpose of considering matters that are within the power of shareholders to approve under applicable law, including but not limited to mergers, amendments to the charter, or removal of directors, and must be specified in the notice of meeting."
Conclusion
Purposes for which meetings may be called helps define and limit the scope of formal gatherings within an organization. It ensures that meetings are convened only for valid and actionable business matters, preserving efficiency and order in the governance process. Including this provision in governing documents helps avoid ambiguity and manage stakeholder expectations.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.