10-2703. Special meetings of
shareholders
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.
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