§ 17-19-707 — Record date; determining members entitled to notice and vote

(a) The bylaws of a corporation 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 a record date, the board may
fix a future date as the record date. If no 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.
(b) The bylaws of a corporation 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 a record date, the board may
fix a future date as the record date. If no record date is
fixed, members on the date of the meeting who are otherwise
eligible to vote are entitled to vote at the meeting.
(c) 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 a record date, the board may fix in advance a
record date. If no record date is fixed, members at the close
of business on the day on which the board adopts the resolution
relating thereto, or the 60th day prior to the date of such
other action, whichever is later, are entitled to exercise
rights.
(d) A record date fixed under this section shall not be
more than seventy (70) days before the meeting or action
requiring a determination of members occurs.
(e) A determination of members entitled to notice of or to
vote at a membership meeting is effective for any adjournment of
the meeting unless the board fixes a new date for determining
the right to notice or the right to vote, which it shall do if
the meeting is adjourned to a date more than seventy (70) days
after the record date for determining members entitled to notice
of the original meeting.
(f) If a court orders a meeting adjourned to a date more
than one hundred twenty (120) 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.