[§414D-107]  Record date; determining members entitled to noticeand vote.  (a)  The bylaws of acorporation may fix or provide the manner of fixing a date as the record datefor determining the members entitled to notice of a members' meeting.  If thebylaws do not fix or provide for fixing such a record date, the board may fix afuture date as such a record date.  If no such record date is fixed, members atthe close of business on the business day preceding the day on which notice isgiven, or if notice is waived, at the close of business on the business daypreceding the day on which the meeting is held, are entitled to notice of themeeting.

(b)  The bylaws of a corporation may fix orprovide the manner of fixing a date as the record date for determining themembers entitled to vote at a members' meeting.  If the bylaws do not fix orprovide for fixing such a record date, the board may fix a future date as sucha record date.  If no such record date is fixed, members on the date of themeeting who are otherwise eligible to vote are entitled to vote at the meeting.

(c)  The bylaws may fix or provide the mannerfor determining a date as the record date for the purpose of determining themembers 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 boardmay 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 theresolution relating thereto, or the sixtieth day prior to the date of suchother action, whichever is later, are entitled to exercise such rights.

(d)  A record date fixed under this section maynot be more than seventy days before the meeting or action requiring adetermination of members occurs.

(e)  A determination of members entitled tonotice of or to vote at a membership meeting is effective for any adjournmentof the meeting unless the board fixes a new date for determining the right tonotice or the right to vote, which it must do if the meeting is adjourned to adate more than seventy days after the record date fordetermining members entitled to notice of the original meeting.

(f)  If a courtorders a meeting adjourned to a date more than one hundred twenty days afterthe date fixed for the original meeting, itmay provide that the original record date for notice or voting continues ineffect or it may fix a new record date for notice or voting. [L 2001, c105, pt of §1]