§ 7-1.2-703 - Closing of transfer books and fixing record date.
SECTION 7-1.2-703
§ 7-1.2-703 Closing of transfer books andfixing record date. – (a) For the purpose of determining shareholders entitled to notice of or tovote at any meeting of shareholders or any adjournment of a meeting ofshareholders, or entitled to receive payment of any dividend, or in order tomake a determination of shareholders for any other proper purpose, the board ofdirectors of a corporation may provide that stock transfer books are closed fora stated period, not less than that specified in any applicable bylaw and notmore than sixty (60) days. In lieu of closing the stock transfer books, thebylaws, or in the absence of an applicable bylaw, the board of directors mayfix in advance a date as the record date for any determination of shareholders,the date in any case to be not more than sixty (60) days prior to the date onwhich the particular action, requiring the determination of shareholders, is tobe taken. If the stock transfer books are not closed and no record date isfixed for the determination of shareholders entitled to notice of or to vote ata meeting of shareholders, or shareholders entitled to receive payment of adividend, the date on which notice of the meeting is mailed or the date onwhich the resolution of the board of directors declaring the dividend isadopted, as the case may be, is the record date for the determination ofshareholders. When a determination of shareholders entitled to vote at anymeeting of shareholders has been made as provided in this section, thedetermination applies to any adjournment of the meeting.
(b) In order that the corporation may determine theshareholders entitled to consent to corporate action in writing without ameeting, the board of directors may fix a record date, which record date maynot precede the date upon which the resolution fixing the record date isadopted by the board of directors. If no record date has been fixed by theboard of directors, the record date for determining shareholders entitled toconsent to corporate action in writing without a meeting, when no prior actionby the board of directors is required by this chapter, is the first date onwhich a signed written consent setting forth the action taken or proposed to betaken is delivered to the corporation by delivery to its registered office inthis state, its principal place of business, or an officer or agent of thecorporation having custody of the book in which proceedings of meetings ofshareholders are recorded. Delivery made to a corporation's registered officemust be by hand or by certified or registered mail, return receipt requested.If no record date has been fixed by the board of directors and prior action bythe board of directors is required by this chapter, the record date fordetermining shareholders entitled to consent to corporate action in writingwithout a meeting is the close of business on the day on which the board ofdirectors adopts the resolution taking such prior action.
(c) A determination of shareholders entitled to notice of orto vote at a shareholders' meeting is effective for any adjournment of themeeting unless the board of directors fixes a new record date.