Harbinger Group Inc.
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SEC Filings

10-K
HRG GROUP, INC. filed this Form 10-K on 12/29/1994
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                                   ARTICLE II

                            Meetings of Stockholders
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          SECTION 1.    Place of Meeting.     All meetings of the stockholders
of the Corporation shall be held at such place or places, within or without the
State of Delaware, as may from time to time be fixed by the Board of Directors,
or as shall be specified or fixed in the respective notices or waivers of notice
thereof.

          SECTION 2.    Annual Meetings.   The annual meeting of the
stockholders of the Corporation for the election of directors and for the
transaction of such other business as may come before the meeting shall be held
on such date in each year and at such time as shall be designated by the Board
of Directors and stated in the notice of the meeting.

          SECTION 3.    Special Meetings.   A special meeting of the
stockholders, or of any class thereof entitled to vote, for any purpose or
purposes,  unless  otherwise  prescribed  by  statute  or  by  the Certificate
of Incorporation, may be called at any time by the Chairman of the Board of
Directors or by order of the Board of Directors and shall be called by the
Chairman of the Board of Directors or the Board of Directors upon the written
request of stockholders holding of record at least 80% of the outstanding shares
of stock of the Corporation entitled to vote at such meeting as of the date of
such request.  Such written request shall state the purpose or purposes for
which such meeting is to be called.   Business transacted at any such special
meeting shall be limited to the purposes stated in the notice.

          SECTION 4.    Notice of Meetings.    Except as otherwise expressly
required by law, notice of each meeting of stockholders, whether annual or
special, shall be given at least ten (10) days before the date on which the
meeting is to be held, to each stockholder of record entitled to vote thereat by
delivering a typewritten or printed notice thereof to him personally,  or by
mailing such notice in a postage prepaid envelope directed to him at his address
as it appears on the stock book of the Corporation.   Every notice of a special
meeting of the stockholders, besides stating the time and place of the meeting,
shall state briefly the objects or purposes thereof.  Notice of any adjourned
meeting of the stockholders shall not be required to be given, except where
expressly required by law.

          SECTION 5.    Record Date.   The Board of Directors may fix, in
advance, a date as the record date for the purpose of determining stockholders
entitled to notice of,  or to vote at,  any meeting of stockholders,  or
stockholders entitled to receive payment of any dividend or the allotment of any
rights,  or in order to make a determination of stockholders for any other
proper purpose.  Such date, in any case,  shall be not more than sixty days,
and in case of a meeting of stockholders not less than ten days, prior to the
date on which  the  particular  action  requiring  such  determination  of
stockholders is to be taken.  A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.

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