(1) A nonprofit corporation shall hold a special meeting of its members:
On call of its board of directors or the person or persons authorized by the bylaws orresolution of the board of directors to call such a meeting; or
Unless otherwise provided by the bylaws, if the nonprofit corporation receives one ormore written demands for the meeting, stating the purpose or purposes for which it is to be held, signed and dated by members holding at least ten percent of all the votes entitled pursuant to the bylaws to be cast on any issue proposed to be considered at the meeting.
If not otherwise fixed under section 7-127-103 or 7-127-106, the record date fordetermining the members entitled to demand a special meeting pursuant to paragraph (b) of subsection (1) of this section is the date of the earliest of any of the demands pursuant to which the meeting is called, or the date that is sixty days before the date the first of such demands is received by the nonprofit corporation, whichever is later.
If a notice for a special meeting demanded pursuant to paragraph (b) of subsection(1) of this section is not given pursuant to section 7-127-104 within thirty days after the date the written demand or demands are delivered to a corporate officer, regardless of the requirements of subsection (4) 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 7-127-104.
Special meetings of the members may be held in or out of this state at the placestated in or fixed in accordance with the bylaws, or, if not so stated or fixed, at a place stated or fixed in accordance with a resolution of the board of directors. If no place is so stated or fixed, special meetings shall be held at the nonprofit corporation's principal office.
Unless otherwise provided by the bylaws, only business within the purpose or purposes described in the notice of the meeting required by section 7-127-104 (3) may be conducted at a special meeting of the members.
Source: L. 97: Entire article added, p. 675, § 3, effective July 1, 1998.