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

 

This section specifies that the persons entitled to actually call a special meeting are: (1) the board of directors, (2) the person or persons authorized by the bylaws or resolution of the board of directors to call a special meeting, and (3) if members holding at least 10% of the votes entitled to be cast at the meeting demand a special meeting, and if a notice for a special meeting is not then given within 30 days after such demand is delivered to an officer, any member that signed the demand is entitled to then call the meeting.

The distinction between calling a meeting and calling for a meeting is important.  Calling a meeting involves the actions in Subsections (3)(a) and (b), namely, setting the time and place of the meeting and giving notice of the meeting.  Calling for a meeting involves the action in Subsection (1)(b) (written demand to the corporation). 

After a corporation receives a demand under Subsection (1)(b), the corporation actually calls the meeting (by and through the board, like the exercise of any other corporate power and managing of other business and affairs of the corporation, pursuant to Section 16-6a-801(2)(a)), including setting the time and place and giving notice of the meeting, and then conducting the meeting itself (again, by and through the board).  If the corporation does not call the meeting within 30 days, however, one of the members that signed the demand may call the special meeting.


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