§31E-7-702. Special meeting.
(a) A corporation that has members entitled to vote must hold
a special meeting of members entitled to vote at the meeting: (1)
On call of its board of directors or the person or persons
authorized to do so by the articles of incorporation or the bylaws;
or (2) if the members holding at least five percent, or other
number or proportion as is provided in the bylaws, 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
one or more written demands for the meeting describing the purpose
or purposes for which it is to be held. If a call for a special
meeting is not issued within fifteen days after receipt of a
members' request, members may call the meeting.
(b) If not otherwise fixed under section seven hundred three
or seven hundred seven of this article, the record date for
determining members entitled to demand a special meeting is the
date the first member signs the demand.
(c) Special meetings of members may be held in or out of this
state 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 are to be held at the corporation's
(d) Only business within the purpose or purposes described in
the meeting notice required by subsection (c), section seven
hundred five of this article may be conducted at a special meeting of members.