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Biotech / Medical : Paracelsian Inc (PRLN)

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To: Harold Stone who wrote (2317)4/13/1997 10:17:00 AM
From: John H. Farro   of 4342
 
Harold, I am not a lawyer, but I did take an introductory class in business law a year ago. The American Bar Association published a Revised Model Business Corporation Act in 1984 that is used as a guide by many states, including New York, for enacting laws regulating corporations. The RMBCA is only a boilerplate that states can and do modify. Section 7.02 of the RMBA states:

a) The [name or dscribe] court of the county where a corporation's principal office (or, if none in this state, its registered office) is located may summarily order a meeting to he held:
1) on application of any shareholder of the corporation entitled to participate in an annual meeting if an annual meeting was not held within the earlier of 6 months after the end of the corporation's fiscal year or 15 months after its last annual meeting...

I do not know if New York State has adopted this clause from the RMBCA into its laws. I do know that if they hold a stockholder's meeting, all the stockholder's must be invited to attend.

Robin Messing
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