Kentucky Statutes 271B.7-020 – Special meeting
Current as of: 2024 | Check for updates
|
Other versions
(1) A corporation shall hold a special meeting of shareholders:
(a) On call of its board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws; or
(b) If the holders of at least thirty-three and one-third percent (33 1/3%) (or such higher or lower percentage as is contained in the articles of incorporation) 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 (1) or more written demands for the meeting describing the purpose or purposes for which it is to be held.
(2) If not otherwise fixed under KRS § 271B.7-030 or 271B.7-070, the record date for determining shareholders entitled to demand a special meeting shall be the date the first shareholder signs the demand.
(3) 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 shall be held at the corporation’s principal office.
(4) Only business within the purpose or purposes described in the meeting notice required by subsection (3) of KRS § 271B.7-050 may be conducted at a special shareholders’ meeting.
Effective: January 1, 1989
History: Created 1988 Ky. Acts ch. 23, sec. 50, effective January 1, 1989.
(a) On call of its board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws; or
Terms Used In Kentucky Statutes 271B.7-020
- Articles of incorporation: include amended and restated articles of incorporation and articles of merger. See Kentucky Statutes 271B.1-400
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Corporation: may extend and be applied to any corporation, company, partnership, joint stock company, or association. See Kentucky Statutes 446.010
- Directors: when applied to corporations, includes managers or trustees. See Kentucky Statutes 446.010
- Person: includes individual and entity. See Kentucky Statutes 271B.1-400
- Principal office: means the office in or out of this state, so designated in writing to the Secretary of State where the principal executive offices of a domestic or foreign corporation are located. See Kentucky Statutes 271B.1-400
- Record date: means the date established under Subtitle 6 or 7 of this chapter on which a corporation determines the identity of its shareholders and their shareholdings for purposes of this chapter. See Kentucky Statutes 271B.1-400
- Secretary: means the corporate officer to whom the board of directors has delegated responsibility under KRS §. See Kentucky Statutes 271B.1-400
- Shareholder: means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation. See Kentucky Statutes 271B.1-400
- State: when applied to a part of the United States, includes territories, outlying possessions, and the District of Columbia. See Kentucky Statutes 446.010
(b) If the holders of at least thirty-three and one-third percent (33 1/3%) (or such higher or lower percentage as is contained in the articles of incorporation) 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 (1) or more written demands for the meeting describing the purpose or purposes for which it is to be held.
(2) If not otherwise fixed under KRS § 271B.7-030 or 271B.7-070, the record date for determining shareholders entitled to demand a special meeting shall be the date the first shareholder signs the demand.
(3) 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 shall be held at the corporation’s principal office.
(4) Only business within the purpose or purposes described in the meeting notice required by subsection (3) of KRS § 271B.7-050 may be conducted at a special shareholders’ meeting.
Effective: January 1, 1989
History: Created 1988 Ky. Acts ch. 23, sec. 50, effective January 1, 1989.