§ 4-27-702 — 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 ten percent (10%) 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 secretary one (1) or more written demands for the meeting describing the purpose or purposes for which it is to be held. (b) If not otherwise fixed under § 4-27-703 or § 4-27-707 , the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand. (c) (1) Special shareholders' meetings may be held at a physical location or solely or partially by means of remote communication, in or out of this state at a place stated in or fixed according to the bylaws of the corporation. (2) (A) A meeting held solely by means of remote communication or through a combination of remote communication and an in-person meeting is allowed to the extent that: (i) The corporation's board of directors authorizes and adopts guidelines and procedures governing a remote annual shareholders' meeting; and (ii) Shareholders and proxy holders have the capability to participate through a method of remote communication. (B) The guidelines and procedures governing a remote special shareholders' meeting shall provide verified shareholders and proxy holders who are not physically present at a shareholders' meeting to: (i) Have a reasonable opportunity to participate in the meeting; (ii) Be deemed present at the meeting; and (iii) Be permitted to vote on matters submitted at the meeting. (d) Only business within the purpose or purposes described in the meeting notice required by § 4-27-705(c) may be conducted at a special shareholders' meeting.

Legislative History

Amended by Act 2021, No. 253,§ 3, eff. 3/4/2021. Acts 1987, No. 958, § 64-702.