Special meetings

(a) A corporation with members shall hold a special meeting of members: (1) On call of its board or the person or persons authorized to do so by the articles or bylaws; or (2) Except as otherwise provided in the articles or bylaws, if the holders of at least 5 percent of the voting power of any corporation sign, date, and deliver to any corporate officer one or more demands in writing or by electronic transmission for the meeting describing the purpose or purposes for which it is to be held. 642 14-3-702 (b) If not otherwise fixed under Code Section 14-3-703 or Code Section 14-3-707, the record date for determining members entitled to demand a special meeting is the date the first member signs the demand. (c) If a notice for a special meeting demanded under paragraph (2) of subsection (a) of this Code section is not given pursuant to Code Section 14-3-705 within 30 days after the date the demand or demands in writing or by electronic transmission are delivered to a corporate officer, regardless of the requirements of subsection (d) of this Code section, a person signing the demand or demands may set the time and place of the meeting and give notice pursuant to Code Section 14-3-705. (d) Special meetings of members may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation’s principal office or other suitable place. (e) Only those matters that are within the purpose or purposes described in the meeting notice required by Code Section 14-3-705 may be conducted at a special meeting of members. (f ) Unless otherwise provided in the articles, a demand by a member for a special meeting may be revoked by a written or electronic transmission to that effect by the member received by the corporation prior to the call of the special meeting. (g) A bylaw provision governing the voting power required to call special meetings is not a quorum or voting requirement. (Code 1981, § 14-3-702, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 31.) COMMENT This section is based both on the Model Act and on its Business Code counterpart. Subsection (a)(1) provides that a special members’ meeting may be called by the board or by the person or persons designated in the articles or bylaws. Subsection (a)(2) authorizes holders of at least 5% of the voting power to call a special meeting, unless the articles or bylaws provide otherwise. The Business Code counterpart requires the holders of 25% of the voting power to call special meetings, unless the articles or bylaws provide for a greater or lesser percentage. Business corporations with 100 or fewer shareholders may not impose a greater percentage requirement than 25%, however. See Code Section 14-2-702(a)(3). Subsection (c) authorizes a self-help remedy for members who have demanded a special meeting which the corporation has refused to call. This provision is based on a recognition that forcing such members to resort to litigation to compel a special meeting could have the practical effect of rendering the members’ right to call such meetings useless, because members will often lack the economic incentive or ability to pursue litigation. This subsection authorizes those who seek the meeting to call the meeting themselves following a wrongful refusal of the corporation to call the meeting. Access to a membership list may be critical to members seeking to call a special meeting. For rules relating to membership lists, see section 14-3-720 and 643 14-3-702 CORPORATIONS & PARTNERSHIPS 14-3-703 Article 16. If the self-help remedy is of no avail because the membership list is wrongfully withheld, litigation expenses to obtain a court-ordered meeting may be recovered under section 14-3-703(c).