§ 7.02. Special meetings

(a) A corporation shall hold a special meeting of shareholders:

(1) on call of its board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws; or

(2) if the holders of at least ten percent 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 describing the purpose or purposes for which it is to be held.

(b) If not otherwise fixed under section 7.03 or 7.07 of this title, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand.

(c) Special shareholders' meetings shall be held in this State, unless permitted in the bylaws of the corporation to be held outside this State. Meetings shall be held at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual meetings shall be held at the corporation's principal office. A special meeting may be conducted by means of any electronic or telecommunications mechanism, including video-conference telecommunication.

(d) Only business within the purpose or purposes described in the meeting notice required by subsection 7.05(c) of this title may be conducted at a special shareholders' meeting. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2007, No. 190 (Adj. Sess.), § 89, eff. June 6, 2008.)