490.702 - SPECIAL MEETING.
490.702 SPECIAL MEETING. 1. Except as provided in subsection 5, a corporation shall hold a special meeting of shareholders upon the occurrence of either of the following: a. On call of its board of directors or the person or persons authorized to call a special meeting by the articles of incorporation or bylaws. b. If the shareholders of at least ten percent 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 written demands for the meeting describing the purpose or purposes for which it is to be held, provided that the articles of incorporation may fix a lower percentage or a higher percentage not exceeding twenty-five percent of all the votes entitled to be cast on any issue proposed to be considered. Unless otherwise provided in the articles of incorporation, a written demand for a special meeting may be revoked by a writing to that effect received by the corporation prior to the receipt by the corporation of demands sufficient in number to require the holding of a special meeting. 2. If not otherwise fixed under section 490.703 or 490.707, the record date for determining shareholders entitled to demand a special meeting is 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 with the purpose or purposes described in the meeting notice required by section 490.705, subsection 3, may be conducted at a special shareholders' meeting. 5. Notwithstanding subsections 1 through 4, a corporation which has a class of voting stock that is listed on a national securities exchange, authorized for quotation on the national association of securities dealers automated quotations--national market system, or held of record by more than two thousand shareholders, is required to hold a special meeting only upon the occurrence of either of the following: a. On call of its board of directors or the person or persons authorized to call a special meeting by the articles of incorporation or bylaws. b. If the holders of at least fifty percent 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.
Section History: Recent Form 89 Acts, ch 288, §54; 97 Acts, ch 117, § 1, 2; 2002 Acts, ch 1154, §14, 125 Referred to in § 490.703, 534.504