10-3707

10-3707. Record date; determining members
entitled to notice and vote

A. The bylaws of a corporation may fix or provide the manner of fixing a date as
the record date for determining the members entitled to notice of a members' meeting. If
the bylaws do not fix or provide for fixing that record date, the board may fix a future
date as that record date. If that record date is not fixed, members at the close of
business on the business day before the day on which notice is given, or if notice is
waived, at the close of business on the business day before the day on which the meeting
is held, are entitled to notice of the meeting.

B. The bylaws of a corporation may fix or provide the manner of fixing a date as
the record date for determining the members entitled to vote at a members' meeting. If
the bylaws do not fix or provide for fixing that record date, the board may fix a future
date as that record date. If that record date is not fixed, members on the date of the
meeting who are otherwise eligible to vote are entitled to vote at the meeting.

C. The bylaws may fix or provide the manner for determining a date as the record
date for the purpose of determining the members entitled to exercise any rights in
respect of any other lawful action. If the bylaws do not fix or provide for fixing that
record date, the board may fix in advance that record date. If that record date is not
fixed, members at the close of business on the day on which the board adopts the
resolution relating to that record date, or the sixtieth day before the date of other
action, whichever is later, are entitled to exercise those rights.

D. The record date fixed under this section shall not be more than seventy days
before the meeting or action requiring a determination of members.

E. A determination of members entitled to notice of or to vote at a membership
meeting is effective for any adjournment of the meeting, unless the board fixed a new
date for determining the right to notice or the right to vote. The board shall fix a new
date for determining the right to notice or the right to vote if the meeting is adjourned
to a date that is more than seventy days after the record date for determining members
entitled to notice of the original meeting.

F. If a court orders a meeting adjourned to another date, the original record date
for notice of voting continues in effect.