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    Subdivision 1. Who may call. A corporation with voting members shall hold a special
meeting of members:
(1) on call of its board or persons authorized to do so by the articles or bylaws; or
(2) if at least 50 members with voting rights or ten percent of the members with voting rights,
whichever is less, sign, date, and deliver to the president or the treasurer one or more written
demands for the meeting describing the purpose for which it is to be held.
    Subd. 2. Notice. Within 30 days after receipt of a demand for a special meeting from voting
members, the board shall cause a special meeting to be called and held on notice no later than 90
days after receipt of the demand at the expense of the corporation. If the board fails to cause a
special meeting to be called and held as required by this subdivision, a voting member making
the demand may call the meeting by giving notice under section 317A.435 at the expense of
the corporation.
    Subd. 3. Time; place. Special meetings of members may be held in or out of this state at the
place stated in or fixed in accordance with the articles, bylaws, or by the president or the board. If
a special meeting is demanded by the members, the meeting must be held in the county where the
corporation's registered office is located. To the extent authorized in the articles or bylaws, the
board of directors may determine that a special meeting of the members shall be held solely by
means of remote communication in accordance with section 317A.450, subdivision 2.
    Subd. 4. Notice requirements; business limited. The notice of a special meeting must
contain a statement of the purposes of the meeting. The notice may also contain other information
required by the articles or bylaws or considered necessary or desirable by the board or by another
person calling the meeting. The business transacted at a special meeting is limited to the purposes
stated within the notice of the meeting. Business transacted at a special meeting that is not
included in those stated purposes is voidable by or on behalf of the corporation, unless all of the
members with voting rights have waived notice of the meeting under section 317A.435.
History: 1989 c 304 s 65; 2002 c 311 art 3 s 9