He recently answered questions from BNA on current issues involving annual meetings.
State law dictates the location of an annual meeting of shareholders.
Most state laws permit a corporation to designate the location of a shareholder meeting in its charter or bylaws or by board action, and most corporations in turn take advantage of this statutory authority. In the absence of any designation by a corporation, state laws typically provide that the annual meeting shall be held at the corporation's principal executive office. Unless otherwise provided in a corporation's charter or bylaws or by board action, there is no requirement to hold an annual meeting in the corporation's state of incorporation or principal place of business. Principally for cost and shareholder convenience reasons, most corporations choose to hold their annual meetings in the state where their principal executive offices are located. Some larger corporations rotate the site of their annual meeting to ensure that different shareholder concentrations have an opportunity to attend.