Sec. 33-696. Special meeting.
Sec. 33-696. Special meeting. (a) A corporation shall hold a special meeting of
shareholders: (1) On call of its board of directors or the person or persons authorized
to do so by the certificate of incorporation or bylaws; or (2) if the holders of at least ten
per cent of all the votes entitled to be cast on any issue proposed to be considered at the
proposed special meeting sign, date and deliver to the corporation's secretary one or
more written demands for the meeting describing the purpose or purposes for which it
is to be held, except that if the corporation has a class of voting stock registered pursuant
to Section 12 of the Securities Exchange Act of 1934, as amended from time to time,
and no person held ten per cent or more of such votes on February 1, 1988, the corporation
need not hold such meeting except upon demand of the holders of not less than thirty-five per cent of such votes.
(b) If not otherwise fixed under section 33-697 or 33-701, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand.
(c) Special shareholders' meetings may be held in or out of this state at the place
stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office.
(d) Only business within the purpose or purposes described in the meeting notice
required by subsection (c) of section 33-699 may be conducted at a special shareholders'
meeting.
(P.A. 94-186, S. 57, 215; P.A. 96-271, S. 47, 254.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to replace "articles" of incorporation
with "certificate" of incorporation, effective January 1, 1997.
Annotations to former section 33-44:
Mandamus to compel call of special meeting. 65 C. 355. Insufficiency of notice not ground for enjoining special meeting.
75 C. 675.
Cited. 14 CS 335.
Annotations to former section 33-326:
Subsec. (a):
Cited. 195 C. 384.
Subsec. (c):
See annotations to former section 33-44, above.
Annotation to present section:
Subsec. (a):
Cited. 45 CS 101.