§ 603 — Special meeting for election of directors

§ 603. Special meeting for election of directors.\n (a) If, for a period of one month after the date fixed by or under the\nby-laws for the annual meeting of shareholders, or if no date has been\nso fixed, for a period of thirteen months after the formation of the\ncorporation or the last annual meeting, there is a failure to elect a\nsufficient number of directors to conduct the business of the\ncorporation, the board shall call a special meeting for the election of\ndirectors. If such special meeting is not called by the board within two\nweeks after the expiration of such period or if it is so called but\nthere is a failure to elect such directors for a period of two months\nafter the expiration of such period, holders of ten percent of the votes\nof the shares entitled to vote in an election of directors may, in\nwriting, demand the call of a special meeting for the election of\ndirectors specifying the date and month thereof, which shall not be less\nthan sixty nor more than ninety days from the date of such written\ndemand. The secretary of the corporation upon receiving the written\ndemand shall promptly give notice of such meeting, or if he fails to do\nso within five business days thereafter, any shareholder signing such\ndemand may give such notice. The meeting shall be held at the place\nfixed in the by-laws or, if not so fixed, at the office of the\ncorporation.\n (b) At any such special meeting called on demand of shareholders,\nnotwithstanding section 608 (Quorum of shareholders), the shareholders\nattending, in person or by proxy, and entitled to vote in an election of\ndirectors shall constitute a quorum for the purpose of electing\ndirectors, but not for the transaction of any other business.\n