§ 7-127-106 — Record date - determining members entitled to notice and vote

(1) The bylaws may fix or provide the manner of fixing a date as the record date for
determining the members entitled to notice of a members' meeting. If the bylaws
do not fix or provide for fixing such a record date, the board of directors may fix a
future date as such a record date. If no such record date is fixed, members at the
close of business on the business day preceding the day on which notice is given,
or, if notice is waived, at the close of business on the business day preceding the
day on which the meeting is held are entitled to notice of the meeting.

(2) The bylaws may fix or provide the manner of fixing a date as the record
date for determining the members entitled to vote at a members' meeting. If the
bylaws do not fix or provide for fixing such a record date, the board may fix a future
date as such a record date. If no such record date is fixed, members on the date of
the meeting who are otherwise eligible to vote are entitled to vote at the meeting.

(3) The bylaws may fix or provide the manner for determining a date as the
record date for the purpose of determining the members entitled to exercise any
rights in respect of any other lawful action. If the bylaws do not fix or provide for
fixing such a record date, the board may fix a future date as the record date. If no
such record date is fixed, members at the close of business on the day on which the
board adopts the resolution relating thereto, or the sixtieth day prior to the date of
such other action, whichever is later, are entitled to exercise such rights.

(4) A record date fixed under this section may not be more than seventy days
before the meeting or action requiring a determination of members occurs.

(5) A determination of members entitled to notice of or to vote at a meeting
of members is effective for any adjournment of the meeting unless the board of
directors fixes a new date for determining the right to notice or the right to vote,
which it must do if the meeting is adjourned to a date more than one hundred
twenty days after the record date for determining members entitled to notice of the
original meeting.

(6) If a court orders a meeting adjourned to a date more than one hundred
twenty days after the date fixed for the original meeting, it may provide that the
original record date for notice or voting continues in effect or it may fix a new
record date for notice or voting.

Legislative History

Source: L. 97: Entire article added, p. 678, � 3, effective July 1, 1998.