§ 33-7-102 — Special meeting.

(a) A corporation shall hold a special meeting of shareholders: (1) on call of its board of directors or the person authorized to do so by the articles of incorporation or bylaws; or (2) in the case of a corporation which is not a public corporation or of a public corporation which elects in its articles of incorporation, if the holders of at least ten percent 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 or more written demands for the meeting describing the purpose for which it is to be held. (b) If not otherwise fixed under Section 33-7-103 or 33-7-107, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand. (c) Special shareholders' meetings 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. (d) Only business within the purpose described in the meeting notice required by Section 33-7-105(c) may be conducted at a special shareholders' meeting. (e) If authorized by the board of directors, and subject to the guidelines and procedures the board of directors may adopt, shareholders and proxy holders not physically present at a special meeting of shareholders may, by means of remote communication: (1) participate in a special meeting of shareholders; (2) be deemed present in person and vote at a special meeting of shareholders, whether such meeting is to be held at a designated place or solely by means of remote communication, provided that: (i) the corporation implements reasonable measures to verify that each person deemed present and permitted to vote at the special meeting is a shareholder or proxy holder; (ii) the corporation implements reasonable measures to provide shareholders or proxy holders a reasonable opportunity to participate in the special meeting and to vote on matters submitted to the shareholders including, without limitation, an opportunity to communicate and to read or hear the proceedings of the special meeting substantially concurrently with such proceedings; and (iii) if any shareholder or proxy holder votes or takes other action at the special meeting by means of remote communication, a record of such vote or other action must be maintained by the corporation.

Legislative History

HISTORY: Derived from 1976 Code SECTION 33-11-30 [1962 Code SECTION 12-16.3; 1952 Code SECTIONS 12-251 to 12-253; 1942 Code SECTIONS 7679, 7680; 1932 Code SECTIONS 7679, 7680; Civ. C. '22 SECTIONS 4253, 4254; Civ. C. '12 SECTIONS 2786, 2787; Civ. C. '02 SECTIONS 1845, 1846; R. S. 1502; 1901 (21) 811; 1962 (52) 1996; 1963 (53) 327; 1981 Act No. 146, SECTION 2; Repealed, 1988 Act No. 444, SECTION 2], and SECTION 33-11-40 [1962 Code SECTION 12-16.4; 1952 Code SECTIONS 12-251 to 12-253; 1942 Code SECTIONS 7679, 7680; 1932 Code SECTIONS 7679, 7680; Civ. C. '22 SECTIONS 4253, 4254; Civ. C. '12 SECTIONS 2786, 2787; Civ. C. '02 SECTIONS 1845, 1846; R. S. 1502; 1901 (21) 811; 1962 (52) 1996; 1963 (53) 327; 1981 Act No. 146, SECTION 2; Repealed, 1988 Act No. 444, SECTION 2]; 1988 Act No. 444, SECTION 2; 1998 Act No. 328, SECTION 2; 2023 Act No. 68 (H.4049), SECTION 3, eff May 19, 2023. Effect of Amendment 2023 Act No. 68, SECTION 3, added (e).