[§414D-107]  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 such a record date, the board may fix a
future date as such a record date.  If no such record date is fixed, members at
the close of business on the business day preceding the day on which notice is
given, or if notice is waived, at the close of business on the business day
preceding 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 such a record date, the board may fix a future date as such
a record date.  If no such record date is 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 such a record date, the board
may fix in advance such a record date.  If no such record date is fixed,
members at the close of business on the day on which the board adopts the
resolution relating thereto, or the sixtieth day prior to the date of such
other action, whichever is later, are entitled to exercise such rights.



(d)  A record date fixed under this section may
not be more than seventy days before the meeting or action requiring a
determination of members occurs.



(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 fixes a new date for determining the right to
notice or the right to vote, which it must do if the meeting is adjourned to a
date 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 a date more than one hundred twenty days after
the date fixed for the original meeting, it
may provide that the original record date for notice or voting continues in
effect or it may fix a new record date for notice or voting. [L 2001, c
105, pt of §1]