Section 10A-2A-7.03

Court-ordered meetings.

(a) The designated court, and if none, the circuit court for the county in which the corporation's principal office is located in this state, and, if none in this state, the circuit court for the county in which the corporation's most recent registered office is located may summarily order a meeting to be held:

(1) on application of any stockholder of the corporation entitled to participate in an annual meeting if an annual meeting was not held or action by written consent in lieu of an annual meeting did not become effective within the earlier of 12 months after the end of the corporation's fiscal year or 15 months after its last annual meeting; or

(2) on application of one or more stockholders who signed a demand for a special meeting valid under Section 10A-2A-7.02, if:

(i) notice of the special meeting was not given within 30 days after the first day on which the requisite number of demands have been delivered to the corporation; or

(ii) the special meeting was not held in accordance with the notice.

(b) The court may fix the time and place of the meeting, determine the stock entitled to participate in the meeting, specify a record date or dates for determining stockholders entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting (or direct that the stock represented at the meeting constitute a quorum for action on those matters), and enter other orders necessary to accomplish the purpose or purposes of the meeting.

(c) For purposes of subsection (a)(1), "stockholder" means a record stockholder, a beneficial stockholder, and an unrestricted voting trust beneficial owner.

(Act 2019-94, §1; Act 2020-73, §7.)