79-11-205 - Notice of meetings of members; notice of adjourned meetings.
§ 79-11-205. Notice of meetings of members; notice of adjourned meetings.
(1) A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner.
(2) Any notice which conforms to the requirements of subsection (3) of this section is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered.
(3) Notice is fair and reasonable if:
(a) The corporation notifies its members of the place, date and time of each annual and special meeting of members no fewer than ten (10) (or if notice is mailed by other than first-class or registered mail, thirty (30)) nor more than sixty (60) days before the meeting date;
(b) Notice of an annual meeting includes a description of any matter or matters which must be approved by the members under Sections 79-11-269, 79-11-281, 79-11-301, 79-11-315, 79-11-323, 79-11-331, 79-11-333 or 79-11-335; and
(c) Notice of a special meeting includes a description of the matter or matters for which the meeting is called.
(4) Unless the bylaws require otherwise, if an annual or special meeting of members is adjourned to a different date, time or place, notice need not be given of the new date, time or place, if the new date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under Section 79-11-209, however, notice of the adjourned meeting must be given under this section to the members of record as of the new record date.
(5) When giving notice of an annual or special meeting of members, a corporation shall give notice of a matter a member intends to raise at the meeting if:
(a) requested in writing to do so by a person entitled to call a special meeting; and
(b) the request is received by the secretary or president of the corporation at least ten (10) days before the corporation gives notice of the meeting.
Sources: Laws, 1987, ch. 485, § 53, eff from and after January 1, 1988.