§414D-102  Specialmeetings.  (a)  A corporation with members shall hold a specialmeeting of members:

(1)  On call of its board, or the person or personsauthorized to do so by the articles or bylaws; or

(2)  Unless the articles or bylaws provide otherwise,if the holders of at least five per cent of the voting power of any corporationsign, date, and deliver to any corporate officer one or more written demandsfor the meeting describing the purpose or purposes for which it is to be held.

(b)  The close of business on the thirtieth daybefore delivery of the demand or demands for a special meeting to any corporateofficer shall be the record date for the purpose of determining whether thefive per cent requirement of subsection (a) has been met.

(c)  If a notice for a special meeting demandedunder subsection (a)(2) is not given pursuant to section 414D-105 within thirtydays after the date the written demand or demands are delivered to a corporateofficer, regardless of the requirements of subsection (d), a person signing thedemand or demands may set the time and place of the meeting and give noticepursuant to section 414D-105.

(d)  Special meetings of members may be held inor 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 meetingsshall be held at the corporation's principal office.

(e)  Only thosematters that are within the purpose or purposes described in the meeting noticerequired by section 414D-105 may be conducted at a special meeting of members.[L 2001, c 105, pt of §1; am L 2002, c 130, §44]