§ 7.02. Special meeting

(a) A corporation with members shall hold a special meeting of members:

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

(2) if the holders of at least five percent of the voting power sign, date, and deliver to any corporate officer one or more written demands for the meeting describing the purpose or purposes for which it is to be held.

(b) The close of business on the 30th day before delivery of the demand or demands for a special meeting to any corporate officer is the record date for the purpose of determining whether the five percent requirement of subsection (a) of this section has been met.

(c) If a notice for a special meeting demanded under subsection (a)(2) of this section is not given pursuant to section 7.05 of this title within 30 days after the date the written demand or demands are delivered to a corporate officer, regardless of the requirements of subsection (d) of this section, a person signing the demand or demands may set the time and place of the meeting and give notice pursuant to section 7.05 of this title.

(d) Special meetings of members shall be held in this State, unless permitted in the bylaws of the corporation to be held outside this State. Special meetings shall be held at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office.

(e) Only those matters that are within the purpose or purposes described in the meeting notice required by section 7.05 of this title may be conducted at a special meeting of members.

(f) A special meeting may be conducted by means of any electronic or telecommunications mechanism, including video-conferencing telecommunication. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 2009, No. 78 (Adj. Sess.), § 34, eff. April 15, 2010.)