10-2703. Special meetings of shareholders

263 words·~1 min read·/az/title-10/10-2703

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

A. Special meetings of the shareholders of issuing public corporations may be called for any purpose or purposes under this chapter at any time by any of the following:

1. The president.

2. The secretary.

3. Two or more directors.

4. A person authorized in the articles of incorporation or bylaws to call special meetings.

5. A shareholder or shareholders holding ten per cent or more of the voting power of all shares, except that a special meeting for the purpose of considering any action to directly or indirectly facilitate or effect a business combination, including any action to change or otherwise affect the composition of the board of directors for that purpose, must be called by twenty-five per cent or more of the voting power of all shares.

B. A shareholder or shareholders holding the voting power specified in subsection A, paragraph 5 may demand a special meeting of shareholders by written notice of demand given to the president or secretary of the issuing public corporation and containing the purposes of the meeting. Within thirty days after receipt of the demand by one of those officers, the board shall cause a special meeting of shareholders to be called and held on notice no later than ninety days after receipt of the demand, all at the expense of the issuing public corporation.

If the board fails to call and hold a special meeting as required by this section, the shareholder or shareholders making the demand may call the meeting by giving notice as required, all at the expense of the issuing public corporation.