§ 7-1.2-701 - Meetings of shareholders.
SECTION 7-1.2-701
§ 7-1.2-701 Meetings of shareholders.– (a) Meetings of shareholders may be held at any place, either within or withoutthis state, that may be stated in or fixed in accordance with the bylaws. If noother place is stated or fixed, all meetings will be held at the registeredoffice of the corporation. An annual meeting of shareholders may be held at anytime that is stated or fixed in accordance with the bylaws. Failure to hold theannual meeting at the designated time does not work a forfeiture or dissolutionof the corporation. If the annual meeting is not held within any thirteen (13)month period the superior court may, in its discretion, on the application ofany shareholder, summarily order a meeting to be held.
(b) Special meetings of the shareholders may be called by theboard of directors, or by a person or persons that may be authorized by thearticles of incorporation or by the bylaws.
(c) Notice of any meeting of shareholders must be deliverednot less than ten (10) nor more than sixty (60) days before the date of themeeting to each shareholder entitled to vote at the meeting in the mannerprescribed by § 7-1.2-702.
(d) Unless the bylaws require otherwise, if an annual orspecial shareholders' meeting 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, timeor place is announced at the meeting before adjournment. If a new record datefor the adjourned meeting is or must be fixed pursuant to the articles ofincorporation, the bylaws or otherwise, however, notice of the adjournedmeeting must be given under this section to persons who are shareholders as ofthe new record date.
(e) A shareholder's attendance at a meeting:
(1) Waives objection to lack of notice or defective notice ofthe meeting, unless the shareholder at the beginning of the meeting objects toholding the meeting or transacting business at the meeting; and
(2) Waives objection to consideration of a particular matterat the meeting that is not within the purpose or purposes described in themeeting notice, unless the shareholder objects to considering the matter whenit is presented.
(f) Upon the application of any shareholder, director orperson aggrieved, the superior court for the county where the principal officeof the corporation is located, shall immediately hear and determine thepetition of the aggrieved with respect to the following:
(1) The validity of any election or appointment of anydirector or officer of a corporation and the right of any person to hold theoffice;
(2) If any office is claimed by more than one individual, theindividual entitled to the office;
(3) The voting and other rights of persons claiming rights inrespect of the contested election or appointment; or
(4) Failure of the corporation to hold an annual meetingwithin any thirteen (13) month period. The superior court may confirm theelection or appointment, order a new election, or direct any other relief thatmay be just and proper.
(g) If authorized by the board of directors in its solediscretion or by the bylaws, and subject to such guidelines and procedures asthe board of directors may adopt or the bylaws may prescribe, shareholders andproxy holders not physically present at a meeting of shareholders may, by meansof remote communication:
(1) Participate in a meeting of shareholders; and
(2) Be deemed present in person and vote at a meeting ofshareholders whether such meeting is to be held at a designated place or solelyby means of remote communication, provided that
(i) The corporation shall implement reasonable measures toverify that each person deemed present and permitted to vote at the meeting bymeans of remote communication is a shareholder or proxy holder,
(ii) The corporation shall implement reasonable measures toprovide such shareholders and proxy holders a reasonable opportunity toparticipate in the meeting and to vote on matters submitted to theshareholders, including an opportunity to read or hear the proceedings of themeeting substantially concurrently with such proceedings, and
(iii) If any shareholder or proxy holder votes or takes otheraction at the meeting by means of remote communication, the corporation shallmaintain a record of that vote or other action.