(a) A corporation shall hold a special meeting of shareholders: (1) On call of its board of directors or the person or persons authorized to do so by the certificate of incorporation or bylaws; or (2) if the holders of at least ten per cent 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 or purposes for which it is to be held, except that if the corporation has a class of voting stock registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended from time to time, and no person held ten per cent or more of all the votes entitled to be cast by the holders of such class of voting stock on February 1, 1988, the corporation need not hold such meeting except upon demand of the holders of not less than thirty-five per cent of such votes.

Ask a business law question, get an answer ASAP!
Thousands of highly rated, verified business lawyers.
Click here to chat with a lawyer about your rights.

(b) If not otherwise fixed under section 33-697 or 33-701, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand.

(c) Unless the board of directors determines that a special shareholders’ meeting shall be held solely by means of remote communication in accordance with subsection (c) of section 33-703, such meeting (1) may be held in or out of this state at the place stated in or fixed in accordance with the bylaws, or (2) if no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation’s principal office.

(d) Only business within the purpose or purposes described in the meeting notice required by subsection (c) of section 33-699 may be conducted at a special shareholders’ meeting.