US Laws, Codes, Statutes & Cases

 
  § 603. Meetings of members.
    (a)  Meetings  of members may be held at such place, within or without
  this state, as may be fixed by or under the by-laws or, if not so fixed,
  at the office of the corporation in this state.
    (b) A meeting of the members shall be held annually for  the  election
  of directors and the transaction of other business on a date fixed by or
  under  the  by-laws.  Failure  to hold the annual meeting on the date so
  fixed or to elect a  sufficient  number  of  directors  to  conduct  the
  business  of  the  corporation shall not work a forfeiture or give cause
  for dissolution of the corporation, except as provided in paragraph  (a)
  of section 1102 (Judicial dissolution; petition by directors or members;
  petition in case of deadlock among directors or members).
    (c)  Special meetings of the members may be called by the board and by
  such person or persons as  may  be  authorized  by  the  certificate  of
  incorporation  or  the  by-laws.    In  any  case,  such meetings may be
  convened by the members entitled to cast  ten  per  cent  of  the  total
  number  of  votes  entitled  to  be  cast  at  such meeting, who may, in
  writing, demand the call of a special meeting specifying  the  date  and
  month  thereof,  which  shall  not  be less than two nor more than three
  months from the date of  such  written  demand.  The  secretary  of  the
  corporation upon receiving the written demand shall promptly give notice
  of  such  meeting,  or  if  he  fails to do so within five business days
  thereafter, any member signing such demand may  give  such  notice.  The
  meeting  shall  be  held at the place fixed in the by-laws or, if not so
  fixed, at the office of the corporation.
    (d) A corporation may provide in its certificate of  incorporation  or
  by-laws  adopted  by  the members for the election of representatives or
  delegates, who, when assembled within or without the state  as  directed
  by  the  certificate of incorporation or the by-laws, shall have and may
  exercise all of the powers, rights  and  privileges  of  members  at  an
  annual  meeting. When so exercising the powers, rights and privileges of
  members, such representatives or  delegates  shall  be  subject  in  all
  respects to the provisions of this chapter governing members.