1) record owner on record date(any day less than 70 days before meeting)
2) decedents estate allowed to vote shares, record owner may appoint proxy voter , but only good for 11 months unless explicitly stated longer.
3) voting trusts allowed: trustee has right to vote shares, shareholders retain all other ownership rights. Shareholders can agree in advance IN SIGNED WRITING, limited to 10 years, specific performance, transferee bound if noted on the shares, or given notice.
4) A) without meeting: requires unanimous consent, a NONPUBLIC CORP may act with less than that if number of shares agreeing = number required to act at a meeting of all shares. B) at annual meting(ordered by court if no meeting in 15 months)' C) at special meeting: called by anyone authorized, or in NPC, by 10% of all votes entitled to be cast at meeting.
5) written notice, given between 10 and 60 days of the meeting.