§ 16-6a-702. Special meetings.

(1) A nonprofit corporation shall hold a special meeting of its members:

(a) on call of:

(i) its board of directors; or

(ii) the person or persons authorized by the bylaws or resolution of the board of directors to call a special meeting; or

(b) unless otherwise provided by the bylaws, if the nonprofit corporation receives one or more written demands for the meeting, that:

(i) state the purpose or purposes for which the meeting is to be held; and

(ii) are signed and dated by members holding at least 10% of all the votes entitled pursuant to the bylaws to be cast on any issue proposed to be considered at the meeting.

(2) If not otherwise fixed under Section 16-6a-703 or 16-6a-706, the record date for determining the members entitled to demand a special meeting pursuant to Subsection (1)(b) is the later of the date of:

(a) the earliest of any of the demands pursuant to which the meeting is called; or

(b) the date that is 60 days before the date the first of the demands is received by the nonprofit corporation.

(3) If a notice for a special meeting demanded pursuant to Subsection (1)(b) is not given pursuant to Section 16-6a-704 within 30 days after the date the written demand is delivered to a corporate officer, regardless of the requirements of Subsection (4), a person signing the demand may:

(a) set the time and place of the meeting; and

(b) give notice pursuant to Section 16-6a-704.

(4)

(a) A special meeting of the members may be held in or out of this state:

(i) at the place stated in or fixed in accordance with the bylaws; or

(ii) if a place is not stated in or fixed in accordance with the bylaws, at a place stated in or fixed in accordance with a resolution of the board of directors.

(b) If no place is stated or fixed in accordance with Subsection (3)(a) or (4)(a), a special meeting of the members shall be held at the nonprofit corporation's principal office.

(5) Unless otherwise provided by the bylaws, only business within the purposes described in the notice of the meeting required by Subsection 16-6a-704(3) may be conducted at a special meeting of the members.

Enacted by Chapter 300, 2000 General Session