§414D-102  Special
meetings.  (a)  A corporation with members shall hold a special
meeting of members:



(1)  On call of its board, or the person or persons
authorized 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 corporation
sign, date, and deliver to any corporate officer one or more written demands
for the meeting describing the purpose or purposes for which it is to be held.



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



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



(d)  Special meetings of members may be held in
or 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 meetings
shall be held at the corporation's principal office.



(e)  Only those
matters that are within the purpose or purposes described in the meeting notice
required 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]