21-255. Court-ordered meeting.

257 words·~1 min read·/ne/chapter-21/21-255

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

(MBCA 7.03)

(a)The district court of the county where a corporation's principal office, or, if none in this state, its registered office, is located may summarily order a meeting to be held:

(1)On application of any shareholder of the corporation, if an annual meeting was not held or action by written consent in lieu thereof did not become effective within the earlier of six months after the end of the corporation's fiscal year or fifteen months after its last annual meeting; or

(2)On application of a shareholder who signed a demand for a special meeting valid under section 21-254 , if:

(i)Notice of the special meeting was not given within thirty days after the date the demand was delivered to the corporation's secretary; or

(ii)The special meeting was not held in accordance with the notice.

(b)The court may fix the time and place of the meeting, determine the shares entitled to participate in the meeting, specify a record date or dates for determining shareholders entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting or direct that the votes represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary to accomplish the purpose or purposes of the meeting.

(c)For purposes of subdivision (a)(1) of this section, shareholder means a record shareholder, a beneficial shareholder, and an unrestricted voting trust beneficial owner.