Section 10A-2-7.02

Special meeting.

(a) A corporation shall hold a special meeting of shareholders:

(1) On call of its board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws; or

(2) If the holders of at least 10 percent of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation's president or secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held, who shall, within 21 days of the receipt of demand, cause notice to be given of the meeting to be held within the minimum time following the notice prescribed by Section 10A-2-7.05(a); or

(3) On call of the holders of at least 10 percent of the votes entitled to be cast at the proposed special meeting who signed a demand for a special meeting valid under subdivision (2), if:

(i) Notice of the special meeting was not given within 21 days after the date the demand was delivered to the corporation's president or secretary; or

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

(b) If not otherwise fixed under Section 10A-2-7.03 or 10A-2-7.07, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand.

(c) Special shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office.

(d) Only business within the purpose or purposes described in the meeting notice required by Section 10A-2-7.05(c) may be conducted at a special shareholders' meeting.

(Acts 1994, No. 94-245, p. 343, §1; §10-2B-7.02; amended and renumbered by Act 2009-513, p. 967, §108.)