§ 33-31-702 — Special meetings.

(a) A corporation with members shall hold a special meeting of members: (1) on call of its board or the person or persons authorized to do so by the articles or bylaws; or (2) except as provided in the articles or bylaws of a religious corporation, if the holders of at least five percent of the voting power of any corporation sign, date, and deliver to any corporate officer one or more written demands for the meeting describing the purpose or purposes for which it is to be held. (b) The close of business on the thirtieth day before delivery of the demand or demands for a special meeting to any corporate officer is the record date for the purpose of determining whether the five percent requirement of subsection (a) has been met. (c) If a notice for a special meeting demanded under subsection (a)(2) is not given pursuant to Section 33-31-705 within thirty days after the date the written demand or demands are delivered to a corporate officer, regardless of the requirements of subsection (d), a person signing the demand or demands may set the time and place of the meeting and give notice pursuant to Section 33-31-705. (d) Special meetings of members 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 must be held at the corporation's principal office. (e) Only those matters that are within the purpose or purposes described in the meeting notice required by Section 33-31-705 may be conducted at a special meeting of members. (f) If authorized by the board of directors, and subject to the guidelines and procedures the board of directors may adopt, members not physically present at special membership meetings may, by means of remote communication: (1) participate in a special membership meeting; and (2) be deemed present and in person and vote at a special membership meeting, whether such meeting is to be held at a designated place or solely by means of remote communication, provided that the corporation implements reasonable measures to verify that each person deemed present and permitted to vote at the special membership meeting is a member of the corporation or proxy holder.

Legislative History

HISTORY: 1994 Act No. 384, SECTION 1; 2023 Act No. 68 (H.4049), SECTION 4, eff May 19, 2023. Effect of Amendment 2023 Act No. 68, SECTION 4, added (f).