Kentucky Statutes 273.223 – Place and notice of directors’ meetings
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(1) Meetings of the board of directors, regular or special, may be held either within or without this state, and upon such notice as the bylaws may prescribe. If the bylaws are silent as to the required notice of a meeting of the board of directors, meetings of the board of directors shall be preceded by at least two (2) days notice of the time, date, and place of the meeting.
(2) Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors needs to be specified in the notice or waiver of notice of such meeting.
(3) Attendance of a director at any meeting shall constitute a waiver of notice of such meeting except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
(4) The Circuit Court for the county where a corporation‘s principal office or, if there is none in this state, its registered office is located may order a special meeting of the board of directors on the application of one-third (1/3) or more of the incumbent directors. The court may fix the time and place of the meeting, prescribe the form and content of the meeting notice, and enter such other orders as are necessary to accomplish the purpose of the meeting.
Effective: June 24, 2015
History: Amended 2015 Ky. Acts ch. 34, sec. 71, effective June 24, 2015. — Amended
2010 Ky. Acts ch. 133, sec. 16, effective July 15, 2010. — Created 1968 Ky. Acts ch.
165, sec. 21.
(2) Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors needs to be specified in the notice or waiver of notice of such meeting.
Terms Used In Kentucky Statutes 273.223
- Directors: when applied to corporations, includes managers or trustees. See Kentucky Statutes 446.010
- State: when applied to a part of the United States, includes territories, outlying possessions, and the District of Columbia. See Kentucky Statutes 446.010
(3) Attendance of a director at any meeting shall constitute a waiver of notice of such meeting except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
(4) The Circuit Court for the county where a corporation‘s principal office or, if there is none in this state, its registered office is located may order a special meeting of the board of directors on the application of one-third (1/3) or more of the incumbent directors. The court may fix the time and place of the meeting, prescribe the form and content of the meeting notice, and enter such other orders as are necessary to accomplish the purpose of the meeting.
Effective: June 24, 2015
History: Amended 2015 Ky. Acts ch. 34, sec. 71, effective June 24, 2015. — Amended
2010 Ky. Acts ch. 133, sec. 16, effective July 15, 2010. — Created 1968 Ky. Acts ch.
165, sec. 21.