16-10a-705. Notice of meeting.
(1) A corporation shall give notice to shareholders of the date, time, and place of each
annual and special shareholders' meeting no fewer than ten nor more than 60 days before the
meeting date. Unless this chapter or the articles of incorporation require otherwise, the
corporation is required to give notice only to shareholders entitled to vote at the meeting.
(2) Unless this chapter or the articles of incorporation require otherwise, notice of an
annual meeting need not include a description of the purpose or purposes for which the meeting is
called.
(3) Notice of a special meeting must include a description of the purpose or purposes for
which the meeting is called.
(4) (a) Subject to Subsection (b), unless the bylaws require otherwise, if an annual or
special shareholders' meeting 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.
(b) If the adjournment is for more than 30 days, or if after the adjournment a new record
date for the adjourned meeting is or must be fixed under Section 16-10a-707, notice of the
adjourned meeting must be given pursuant to the requirements of this section to shareholders of
record who are entitled to vote at the meeting.
(5) (a) Notwithstanding a requirement that notice be given under any provision of this
chapter, the articles of incorporation, or bylaws of any corporation, notice shall not be required to
be given to any shareholder to whom:
(i) a notice of two consecutive annual meetings, and all notices of meetings or of the
taking of action by written consent without a meeting during the period between the two
consecutive annual meetings, have been mailed, addressed to the shareholder at the shareholder's
address as shown on the records of the corporation, and have been returned undeliverable; or
(ii) at least two payments, if sent by first class mail, of dividends or interest on securities
during a twelve month period, have been mailed, addressed to the shareholder at the shareholder's
address as shown on the records of the corporation, and have been returned undeliverable.
(b) Any action taken or meeting held without notice to a shareholder to whom notice is
excused under Subsection (5) has the same force and effect as if notice had been duly given. If a
shareholder to whom notice is excused under Subsection (5) delivers to the corporation a written
notice setting forth the shareholder's current address, or if another address for the shareholder is
otherwise made known to the corporation, the requirement that notice be given to the shareholder
is reinstated. In the event that the action taken by the corporation requires the filing of a certificate
under any provision of this chapter, the certificate need not state that notice was not given to
shareholders to whom notice was not required pursuant to this subsection.
Enacted by Chapter 277, 1992 General Session
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Last revised: Thursday, May 28, 2009