What is required at a properly noticed annual meeting?

In a properly noticed annual meeting for a corporation, there are specific requirements that ensure the meeting is valid and adheres to corporate governance standards. One of the key elements is that at least one director position must be contested. This contest ensures shareholder engagement in the governance of the corporation, allowing them to participate in important decisions about who will serve on the board, thereby promoting accountability and responsiveness from the directors. A contested election can stimulate interest among shareholders, encouraging them to attend the meeting and stay informed about the corporation’s direction.

The other choices do not accurately represent the requirements for an annual meeting. While shareholder participation is important, there is no requirement that every shareholder must attend for the meeting to be valid. Additionally, unanimous consent from all directors is not necessary for an annual meeting to proceed; rather, a quorum of directors typically suffices. Lastly, having third-party observers at the meeting is not a standard requirement, as the focus is on the participation of shareholders and directors. Thus, the notion that at least one director position must be contested captures the essence of promoting shareholder involvement and maintaining a democratic process in corporate governance.