Section 603. Special meeting for election of directors  


Latest version.
  • (a) If, for a period of one month after the date fixed by or under the
      by-laws  for  the annual meeting of shareholders, or if no date has been
      so fixed, for a period of thirteen months after  the  formation  of  the
      corporation  or  the  last annual meeting, there is a failure to elect a
      sufficient  number  of  directors  to  conduct  the  business   of   the
      corporation,  the board shall call a special meeting for the election of
      directors. If such special meeting is not called by the board within two
      weeks after the expiration of such period or if  it  is  so  called  but
      there  is  a  failure to elect such directors for a period of two months
      after the expiration of such period, holders of ten percent of the votes
      of the shares entitled to vote in  an  election  of  directors  may,  in
      writing,  demand  the  call  of  a  special  meeting for the election of
      directors specifying the date and month thereof, which shall not be less
      than sixty nor more than ninety days  from  the  date  of  such  written
      demand.  The  secretary  of  the  corporation upon receiving the written
      demand shall promptly give notice of such meeting, or if he fails to  do
      so  within  five  business days thereafter, any shareholder signing such
      demand may give such notice. The meeting shall  be  held  at  the  place
      fixed  in  the  by-laws  or,  if  not  so  fixed,  at  the office of the
      corporation.
        (b) At any such special meeting  called  on  demand  of  shareholders,
      notwithstanding  section  608 (Quorum of shareholders), the shareholders
      attending, in person or by proxy, and entitled to vote in an election of
      directors  shall  constitute  a  quorum  for  the  purpose  of  electing
      directors, but not for the transaction of any other business.