MARVIN MANDEL, Governor

1581

AT A TIME WITHIN THAT PERIOD SET BY THE BOARD OF
DIRECTORS.

(C)   BUSINESS WHICH MAY BE CONSIDERED.

EXCEPT AS THIS ARTICLE PROVIDES OTHERWISE, ANY
BUSINESS MAI BE CONSIDERED AT AN ANNUAL MEETING WITHOUT
[[SPECIFYING]] THE PURPOSE OF THE MEETING HAVING BEEN
SPECIFIED IN THE NOTICE.

(D)   FAILURE TO HOLD MEETING.

THE FAILURE TO HOLD AN ANNUAL MEETING DOES NOT
INVALIDATE THE CORPORATION'S EXISTENCE OR AFFECT ANY
OTHERWISE VALID CORPORATE ACT,

REVISOR'S NOTE: This section presently appears as
Art. 23, §38(b).

In subsection (d) of this section, the
reference phrase "at the designated time" is
deleted as unnecessary and misleading.

The only other changes are in style.

It should be noted that with respect to
certain corporate organic acts, designation of
the proposed transaction is required to be
made in the notice. See, e.g., §2—306 and the
revisor's note to that section.

2-502. SPECIAL MEETING.

(A)    CALLED BY PRESIDENT, BOARD, OR OTHER SPECIFIED
PERSON.

A SPECIAL MEETING OF THE STOCKHOLDERS OF A
CORPORATION MAY BE CALLED BY:

(1)    THE PRESIDENT;

(2)    THE BOARD OF DIRECTORS; OR

(3)     ANY OTHER PERSON SPECIFIED IN THE
CHARTER OR THE BYLAWS.

(B)   CALLED BY STOCKHOLDERS.

(1) EXCEPT AS PROVIDED IN SUBSECTION (C) OF
THIS SECTION, THE SECRETARY OF A CORPORATION SHALL CALL A
SPECIAL MEETING OF THE STOCKHOLDERS ON THE WRITTEN
REQUEST OF STOCKHOLDERS ENTITLED TO CAST AT LEAST 25
PERCENT OF ALL THE VOTES ENTITLED TO BE CAST AT THE
MEETING.