48-57-105.
Notice of meeting.
(a)
A corporation shall give notice consistent with its charter or bylaws of
meetings of members in a fair and reasonable manner.
(b)
Any notice which conforms to the requirements of subsection (c) is fair
and reasonable, but other means of giving notice may also be fair and reasonable
when all the circumstances are considered.
(c)
Notice is fair and reasonable if:
(1) The corporation notifies
its members of the place, date and time of each annual and special meeting of
members no fewer than ten (10) days nor more than two (2) months before the
meeting date;
(2) Notice of an annual
meeting includes a description of any matter or matters which must be approved
by the members under § 48-58-302, § 48-58-507, § 48-60-103, § 48-60-202, §
48-61-103, § 48-62-102 or § 48-64-102; and
(3) Notice of a special
meeting includes a description of the matter or matters for which the meeting is
called.
(d)
Unless the bylaws require otherwise, if an annual or special meeting of
members is adjourned to a different date, time or place, notice need not be
given of the new date, time or place, if the new date, time or place is
announced at the meeting before adjournment. If a new record date for the
adjourned meeting is or must be fixed under § 48-57-107, however, notice of the
adjourned meeting must be given under this section to the members of record of
the new record date.
(e)
When giving notice of an annual or special meeting of members, a
corporation shall give notice of a matter a member intends to raise at the
meeting if:
(1) Requested in writing to
do so by a person entitled to call a special meeting; and
(2) The request is received
by the secretary or president of the corporation at least ten (10) days before
the corporation gives notice of the meeting.
(f)
A certificate of the secretary or other person giving the notice that the
notice required by this section has been given shall, in the absence of fraud,
be prima facie evidence of the facts stated therein.
[Acts
1987, ch. 242, § 7.05.]