Of all the items on a company’s annual meeting checklist, the role of the inspector of elections gets perhaps the least attention. Fortunately, this function requires little attention or supervision most of the time. Occasionally, however, the inspector of elections can play a crucial role. Therefore, a refresher may be useful.

Why have an inspector of elections?

First of all, both the Delaware General Corporation Law (Section 231) and the Model Business Corporations Act (Section 7.29) require that all public companies have at least one inspector of elections for every shareholder meeting (both annual and special). Secondly, most public company bylaws mirror the corporate statues by likewise imposing a similar requirement. Therefore, engaging an inspector of elections is likely to be mandatory for a public company’s shareholder meetings.

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