US Laws, Codes, Statutes & Cases

§77.  Fixing record date

A.  For the purpose of determining shareholders entitled to notice of and to vote at a meeting, or to receive a dividend, or to receive or exercise subscription or other rights, or to participate in a reclassification of stock, or in order to make a determination of shareholders for any other proper purpose, the board of directors may fix in advance a record date for determination of shareholders for such purpose, such date to be not more than sixty days (or such shorter period as the by-laws may prescribe) and, if fixed for the purpose of determining shareholders entitled to notice of and to vote at a meeting, not less than ten days, prior to the date on which the action requiring the determination of shareholders is to be taken.  

B.  Except as the board may provide otherwise, if no record date is fixed for the purpose of determining shareholders (1) entitled to notice of and to vote at a meeting, the close of business on the day before the notice of the meeting is mailed, or if notice is waived, the close of business on the day before the meeting, shall be the record date for such purpose, or (2) for any other purpose, the close of business on the day on which the board of directors adopts the resolution relating thereto shall be the record date for such purpose.  

C.  A determination of shareholders entitled to notice of and to vote at a meeting, shall apply to any adjournment thereof unless otherwise provided by the board of directors.  

Acts 1968, No. 105, §1.