79-11-201 - Court-ordered meeting of members.
§ 79-11-201. Court-ordered meeting of members.
(1) The chancery court of the county where a corporation's principal office (or, if none in this state, its registered office) is located may summarily order a meeting to be held:
(a) On application of any member or other person entitled to participate in the annual meeting, if an annual meeting was not held within the earlier of six (6) months after the end of the corporation's fiscal year or fifteen (15) months after its last annual meeting; or
(b) On application of a member who signed a demand for a special meeting valid under Section 79-11-199, or a person or persons entitled to call a special meeting, if:
(i) Notice of the special meeting was not given within thirty (30) days after the date the demand was delivered to a corporate officer; or
(ii) The special meeting was not held in accordance with the notice.
(2) The court may fix the time and place of the meeting, specify a record date for determining members entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting (or direct that the votes represented at the meeting constitute a quorum for action on those matters), and enter other orders necessary to accomplish the purpose or purposes of the meeting.
(3) If the court orders a meeting, it may also order the corporation to pay the member's cost (including reasonable counsel fees) incurred to obtain the order.
Sources: Laws, 1987, ch. 485, § 51, eff from and after January 1, 1988.