Section 602. Meetings of shareholders

(a) Meetings  of  shareholders  may  be  held at such place, within or
  without this state, as may be fixed by or under the by-laws, or  if  not
  so fixed, at the office of the corporation in this state.
    (b) A  meeting of shareholders shall be held annually for the election
  of directors and the transaction of other business on a date fixed by or
  under the by-laws. A failure to hold the annual meeting on the  date  so
  fixed  or  to  elect  a  sufficient  number  of directors to conduct the
  business of the corporation shall not work a forfeiture  or  give  cause
  for  dissolution of the corporation, except as provided in paragraph (c)
  of section 1104  (Petition  in  case  of  deadlock  among  directors  or
  shareholders).
    (c) Special  meetings  of  the shareholders may be called by the board
  and by such person or persons as may be so authorized by the certificate
  of incorporation or the by-laws. At any such special meeting  only  such
  business  may  be transacted which is related to the purpose or purposes
  set forth in the notice required by section 605 (Notice of  meetings  of
  shareholders).
    (d)  Except  as  otherwise  required  by this chapter, the by-laws may
  designate reasonable procedures for the calling and conduct of a meeting
  of shareholders, including but not limited to specifying:  (i)  who  may
  call  and who may conduct the meeting, (ii) the means by which the order
  of business to be conducted shall be established, (iii)  the  procedures
  and  requirements  for  the nomination of directors, (iv) the procedures
  with respect to  the  making  of  shareholder  proposals,  and  (v)  the
  procedures  to  be  established  for  the  adjournment of any meeting of
  shareholders. No amendment of the by-laws pertaining to the election  of
  directors  or the procedures for the calling and conduct of a meeting of
  shareholders shall affect the election of directors  or  the  procedures
  for  the  calling  or  conduct in respect of any meeting of shareholders
  unless adequate notice thereof is given to the shareholders in a  manner
  reasonably  calculated  to  provide shareholders with sufficient time to
  respond thereto prior to such meeting.