§ 7-127-104 — Notice of meeting

(1) A nonprofit corporation shall give to each
member entitled to vote at the meeting notice consistent with its bylaws of
meetings of members in a fair and reasonable manner.

(2) Any notice that conforms to the requirements of subsection (3) of this
section is fair and reasonable, but other means of giving notice may also be fair and
reasonable when all the circumstances are considered.

(3) Notice is fair and reasonable if:

(a) The nonprofit corporation notifies its members of the place, date, and
time of each annual, regular, and special meeting of members no fewer than ten
days, or if notice is mailed by other than first-class or registered mail, no fewer than
thirty days, nor more than sixty days before the meeting date, and if notice is given
by newspaper as provided in section 7-121-402 (2), the notice must be published
five separate times with the first such publication no more than sixty days, and the
last such publication no fewer than ten days, before the meeting date;

(b) Notice of an annual or regular meeting includes a description of any
matter or matters that must be approved by the members or for which the
members' approval is sought under sections 7-128-501, 7-129-110, 7-130-103, 7-130-201, 7-131-102, 7-132-102, and 7-134-102; and

(c) Unless otherwise provided by articles 121 to 137 of this title or the bylaws,
notice of a special meeting includes a description of the purpose or purposes for
which the meeting is called.

(4) Unless otherwise provided by the bylaws, if an annual, regular, or special
meeting of members is adjourned to a different date, time, or place, notice need not
be given of the new date, time, or place, if the new date, time, or place is announced
at the meeting before adjournment. If a new record date for the adjourned meeting
is or must be fixed under section 7-127-106, however, notice of the adjourned
meeting must be given under this section to the members of record as of the new
record date.

(5) When giving notice of an annual, regular, or special meeting of members,
a nonprofit corporation shall give notice of a matter a member intends to raise at
the meeting if:

(a) Requested in writing to do so by a person entitled to call a special
meeting; and

(b) The request is received by the secretary or president of the nonprofit
corporation at least ten days before the nonprofit corporation gives notice of the
meeting.

Legislative History

Source: L. 97: Entire article added, p. 676, � 3, effective July 1, 1998. L. 98: (3)(a) amended, p. 623, � 26, effective July 1.