Final answer:
Shareholders can take action without a meeting by unanimous written consent, signing a document to agree on an action. In the case of The Darkroom Windowshade Company, investors 1 and 2 cannot always get their way with 38% of votes and need more support for a simple majority.
Step-by-step explanation:
Shareholders can take action without a meeting through written consent, which is a written document that all shareholders who would be entitled to vote on the action at a meeting sign, agreeing to the action. This process allows the shareholders to approve corporate actions by written consent that has the same force and effect as a unanimous vote at a meeting. This is called 'action by unanimous written consent'. For decisions requiring a simple majority, enough shareholders must agree to meet the quorum required for a decision. However, if the company's bylaws or governing law require a higher threshold for certain decisions, more shareholders must agree.
An example scenario is The Darkroom Windowshade Company, which has 100,000 shares of stock outstanding, owned by various investors. To change the company's top management, a simple majority (>50%) of the shares must agree, which means at least 50,001 shares must vote for the change. If investors 1 and 2, holding 20,000 and 18,000 shares respectively, were to vote together, they would control 38% of the vote, which is not a majority, so they could not be certain of always getting their way in how the company is run without additional support.