Shareholders elect directors each year at the annual meeting. Most statutes provide that directors be elected by a majority of the voting shares present at the meeting. The same number of shares needed to elect a director normally is required to remove a director, usually without proof of cause, such as fraud or abuse of authority. A special meeting is any meeting other than an annual meeting. The only subjects that a special meeting may address are those specifically listed in an advance notice.
Statutes require that a quorum exist at any corporation meeting.
A quorum exists when a specified number of a corporation's outstanding shares are represented. Once a quorum exists, most statutes require an affirmative vote of the majority of the shares present before a vote can bind a corporation. Generally, once a quorum is present, it continues, and the withdrawal of a faction of voters does not prevent the others from acting. A corporation determines who may vote based on its records. The company records of these transactions are called stock transfer books or share registers.