Section 603. Meetings of members  


Latest version.
  • (a)  Meetings  of members 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 the members 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.  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  (a)
      of section 1102 (Judicial dissolution; petition by directors or members;
      petition in case of deadlock among directors or members).
        (c)  Special meetings of the members may be called by the board and by
      such person or persons as  may  be  authorized  by  the  certificate  of
      incorporation  or  the  by-laws.    In  any  case,  such meetings may be
      convened by the members entitled to cast  ten  per  cent  of  the  total
      number  of  votes  entitled  to  be  cast  at  such meeting, who may, in
      writing, demand the call of a special meeting specifying  the  date  and
      month  thereof,  which  shall  not  be less than two nor more than three
      months 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 member 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.
        (d) A corporation may provide in its certificate of  incorporation  or
      by-laws  adopted  by  the members for the election of representatives or
      delegates, who, when assembled within or without the state  as  directed
      by  the  certificate of incorporation or the by-laws, shall have and may
      exercise all of the powers, rights  and  privileges  of  members  at  an
      annual  meeting. When so exercising the powers, rights and privileges of
      members, such representatives or  delegates  shall  be  subject  in  all
      respects to the provisions of this chapter governing members.