Guam § 28702 - Special Meeting.

§ 28702. Special Meeting.

(a) A corporation shall hold a special meeting of shareholders:

(1) on call of its board of directors or the person or persons

authorized to do so by the articles of incorporation or bylaws; or

(2) if the holders of at least 10 percent of all the votes entitled to

be cast on any issue proposed to be considered at the proposed special

meeting sign, date, and deliver to the corporation’s secretary one or

more written demands for the meeting describing the purpose or

purposes for which it is to be held, provided that the articles of

incorporation may fix a lower percentage or a higher percentage not

exceeding 25 percent of all the votes entitled to be cast on any issue

proposed to be considered. Unless otherwise provided in the articles of

incorporation, a written demand for a special meeting may be revoked

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by a writing to that effect received by the corporation prior to the

receipt by the corporation of demands sufficient in number to require

the holding of a special meeting.

(b) If not otherwise fixed under § 28707, the record date for

determining shareholders entitled to demand a special meeting is the date the

first shareholder signs the demand.

(c) Special shareholders’ meetings may be held in or out of Guam 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 at a place determined by the board of

directors.

(d) Only business within the purpose or purposes described in the

meeting notice required by § 28705 (c) may be conducted at a special

shareholders’ meeting.