Colorado § 7-107-103 - Court-ordered meeting.

§ 7-107-103. Court-ordered meeting.

(1) The holding of a meeting of the shareholders may be summarily ordered by the district court for the county in this state in which the street address of the corporation's principal office is located or, if the corporation has no principal office in this state, by the district court for the county in which the street address of its registered agent is located or, if the corporation has no registered agent, by the district court for the city and county of Denver:

(a) On application of any shareholder entitled to participate in an annual meeting if an annual meeting was not held within the earlier of six months after the close of the corporation's most recently ended fiscal year or fifteen months after its last annual meeting; or

(b) On application of any person who participated in a call of or demand for a special meeting effective under section 7-107-102 (1), if:

(I) Notice of the special meeting was not given within thirty days after the date of the call or the date the last of the demands necessary to require the calling of the meeting was received by the corporation pursuant to section 7-107-102 (1)(b), as the case may be; or

(II) The special meeting was not held in accordance with the notice.

(2) The court may fix the time and place of the meeting, determine the shares entitled to participate in the meeting, fix a record date for determining shareholders entitled to notice of and to vote at the meeting, prescribe the form and content of the notice of the meeting, fix the quorum required for specific matters to be considered at the meeting or direct that the votes represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary or appropriate to accomplish the holding of the meeting.

Source: L. 93: Entire article added, p. 765, § 1, effective July 1, 1994. L. 96: IP(1) amended, p. 1316, § 17, effective June 1. L. 2003: IP(1) and (2) amended, p. 2317, § 234, effective July 1, 2004.

ANNOTATION

Law reviews. For article, "The 1985 Proposed Revisions to the Colorado Corporation Code", see 14 Colo. Law. 34 (1985). For article, "1985 Amendments to the Colorado Corporation Code", see 14 Colo. Law. 2173 (1985).

Annotator's note. Since § 7-107-103 is similar to § 7-4-111 as it existed prior to the 1993 recodification of the "Colorado Business Corporation Act", articles 101 to 117 of title 7, cases construing that provision and its predecessors have been included in the annotations to this section.

Where there is conflict between the bylaws and this section as to who shall call special meetings, the statute is controlling. Grant v. Elder, 64 Colo. 104, 170 P. 198 (1918).

Otherwise a special meeting has no legal capacity. Where the time designated by the bylaws for holding the annual stockholders' meeting has passed, unless a special meeting is called by the persons designated by this section, the special meeting has no legal capacity. Grant v. Elder, 64 Colo. 104, 170 P. 198 (1918).