(a) If for any reasonit is impracticable for any corporation to call or conduct a meeting of itsmembers, delegates, or directors, or otherwise obtain their consent, in themanner prescribed by its articles of incorporation, bylaws, or this Chapter,then upon petition of a director, officer, delegate, member, or the AttorneyGeneral, the superior court may order that such a meeting be held or that awritten ballot or other method be used for obtaining the vote of members,delegates, or directors, in such a manner as the court finds fair and equitableunder the circumstances.
(b) The court shall, inan order issued pursuant to this section, provide for a method of noticereasonably designed to give actual notice to all such persons who would beentitled to notice of a meeting held pursuant to the articles of incorporation,bylaws, and this Chapter, and notice given in this manner shall be effectivewhether or not it results in actual notice to all such persons or conforms tothe notice requirements that would otherwise apply. Notice shall be given inthis manner to all persons determined by the court to be members or directors.
(c) The order issuedpursuant to this section may, to the extent the court finds it reasonablyrequired under the circumstances, dispense with any requirement relating to theholding of or voting at meetings or obtaining votes, including any requirementas to quorums or as to the number or percentage of votes needed for approval, thatwould otherwise be imposed by the articles of incorporation, bylaws, or thisChapter.
(d) Whenever practicalany order issued pursuant to this section shall limit the subject matter ofmeetings or other forms of consent authorized to items, including amendments tothe articles of incorporation or bylaws, the resolution of which will or mayenable the corporation to continue managing its affairs without further resortto this section; provided, however, that an order under this section may alsoauthorize the obtaining of whatever votes and approvals are necessary for thedissolution, merger, or sale of assets.
(e) Any meeting orother method of obtaining the vote of members, delegates, or directorsconducted pursuant to an order issued under this section, and that complieswith all the provisions of the order, is for all purposes a valid meeting orvote, as the case may be, and shall have the same force and effect as if itcomplied with every requirement imposed by the articles of incorporation,bylaws, and this Chapter. (1993, c. 398, s. 1.)
(a) If for any reasonit is impracticable for any corporation to call or conduct a meeting of itsmembers, delegates, or directors, or otherwise obtain their consent, in themanner prescribed by its articles of incorporation, bylaws, or this Chapter,then upon petition of a director, officer, delegate, member, or the AttorneyGeneral, the superior court may order that such a meeting be held or that awritten ballot or other method be used for obtaining the vote of members,delegates, or directors, in such a manner as the court finds fair and equitableunder the circumstances.
(b) The court shall, inan order issued pursuant to this section, provide for a method of noticereasonably designed to give actual notice to all such persons who would beentitled to notice of a meeting held pursuant to the articles of incorporation,bylaws, and this Chapter, and notice given in this manner shall be effectivewhether or not it results in actual notice to all such persons or conforms tothe notice requirements that would otherwise apply. Notice shall be given inthis manner to all persons determined by the court to be members or directors.
(c) The order issuedpursuant to this section may, to the extent the court finds it reasonablyrequired under the circumstances, dispense with any requirement relating to theholding of or voting at meetings or obtaining votes, including any requirementas to quorums or as to the number or percentage of votes needed for approval, thatwould otherwise be imposed by the articles of incorporation, bylaws, or thisChapter.
(d) Whenever practicalany order issued pursuant to this section shall limit the subject matter ofmeetings or other forms of consent authorized to items, including amendments tothe articles of incorporation or bylaws, the resolution of which will or mayenable the corporation to continue managing its affairs without further resortto this section; provided, however, that an order under this section may alsoauthorize the obtaining of whatever votes and approvals are necessary for thedissolution, merger, or sale of assets.
(e) Any meeting orother method of obtaining the vote of members, delegates, or directorsconducted pursuant to an order issued under this section, and that complieswith all the provisions of the order, is for all purposes a valid meeting orvote, as the case may be, and shall have the same force and effect as if itcomplied with every requirement imposed by the articles of incorporation,bylaws, and this Chapter. (1993, c. 398, s. 1.)
(a) If for any reasonit is impracticable for any corporation to call or conduct a meeting of itsmembers, delegates, or directors, or otherwise obtain their consent, in themanner prescribed by its articles of incorporation, bylaws, or this Chapter,then upon petition of a director, officer, delegate, member, or the AttorneyGeneral, the superior court may order that such a meeting be held or that awritten ballot or other method be used for obtaining the vote of members,delegates, or directors, in such a manner as the court finds fair and equitableunder the circumstances.
(b) The court shall, inan order issued pursuant to this section, provide for a method of noticereasonably designed to give actual notice to all such persons who would beentitled to notice of a meeting held pursuant to the articles of incorporation,bylaws, and this Chapter, and notice given in this manner shall be effectivewhether or not it results in actual notice to all such persons or conforms tothe notice requirements that would otherwise apply. Notice shall be given inthis manner to all persons determined by the court to be members or directors.
(c) The order issuedpursuant to this section may, to the extent the court finds it reasonablyrequired under the circumstances, dispense with any requirement relating to theholding of or voting at meetings or obtaining votes, including any requirementas to quorums or as to the number or percentage of votes needed for approval, thatwould otherwise be imposed by the articles of incorporation, bylaws, or thisChapter.
(d) Whenever practicalany order issued pursuant to this section shall limit the subject matter ofmeetings or other forms of consent authorized to items, including amendments tothe articles of incorporation or bylaws, the resolution of which will or mayenable the corporation to continue managing its affairs without further resortto this section; provided, however, that an order under this section may alsoauthorize the obtaining of whatever votes and approvals are necessary for thedissolution, merger, or sale of assets.
(e) Any meeting orother method of obtaining the vote of members, delegates, or directorsconducted pursuant to an order issued under this section, and that complieswith all the provisions of the order, is for all purposes a valid meeting orvote, as the case may be, and shall have the same force and effect as if itcomplied with every requirement imposed by the articles of incorporation,bylaws, and this Chapter. (1993, c. 398, s. 1.)
