35-1-517. Special meeting. (1) A corporation shall hold a special meeting of shareholders:
     (a) on the call of its board of directors or the person authorized to do so by the articles of incorporation or bylaws; or
     (b) if the holders of at least 10% 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 that describe the purpose for which it is to be held.
     (2) If the record date is not fixed or the manner of fixing the record date is not specified under 35-1-518 or 35-1-522, 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 the state or out of the state, at the place stated in or fixed in accordance with the bylaws. If a place is not stated or fixed in accordance with the bylaws, special meetings must be held at the corporation's principal office.
     (4) Only business within the purpose described in the meeting notice required by 35-1-520 may be conducted at a special shareholders' meeting.
     (5) If the corporation has 50 or fewer shareholders and if permitted by the bylaws, shareholders may participate in a special meeting of the shareholders by means of a conference telephone or similar communication equipment through which all persons participating in the meeting can hear each other at the same time. Participation in this manner constitutes presence in person at a meeting.

     History: En. Sec. 50, Ch. 368, L. 1991.