14-2-702. Special meeting.

A corporation shall hold a special meeting of shareholders:#

1. (1)

   On call of its board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws;#

2. (2)

   Except as to corporations described in paragraph (3) of this subsection, if the holders of at least 25 percent, or such greater or lesser percentage as may be provided in the articles of incorporation or bylaws, 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 one or more demands in writing or by electronic transmission for the meeting describing the purpose or purposes for which it is to be held; or#

3. (3)

   In the case of a corporation having 100 or fewer shareholders of record, if the holders of at least 25 percent, or such lesser percentage as may be provided in the articles of incorporation or bylaws, of all the votes entitled to be cast on any issue to be considered at the proposed special meeting sign, date, and deliver to the corporation one or more demands in writing or by electronic means for the meeting describing the purpose or purposes for which it is to be held.#

If not otherwise fixed under Code Section 14-2-703 or Code Section 14-2-707, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand.#

1. (1)

   Except as provided for under paragraph (2) of this subsection, 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 shareholders’ meetings shall be held at the corporation’s principal office.#

2. (2)

   Unless the articles of incorporation or the bylaws provide otherwise, the board of directors may determine that a special shareholders’ meeting be held wholly or partially by means of remote communication as authorized by Code Section 14-2-708.#

Only business within the purpose or purposes described in the meeting notice required by subsection (c) of Code Section 14-2-705 may be conducted at a special shareholders’ meeting.#

Unless otherwise provided in the articles of incorporation, a demand by a shareholder for a special meeting may be revoked by a written or electronic transmission to that effect by the shareholder received by the corporation prior to the call of the special meeting.#

A bylaw provision governing the percentage of shares required to call special meetings is not a quorum or voting requirement.#