§ 55A-7-07. Record date. - North Carolina Statutes

§55A‑7‑07.  Record date.

(a)        The bylaws of acorporation may fix or provide the manner of fixing a date as the record datefor determining the members entitled to notice of a members' meeting.  If thebylaws do not fix or provide for fixing a record date, the board of directorsmay fix a future date as the record date.  If no record date is fixed, membersat the close of business on the business day preceding the day on which noticeis given are entitled to notice of the meeting.

(b)        The bylaws of acorporation may fix or provide the manner of fixing a date as the record datefor determining the members entitled to vote at a members' meeting.  If thebylaws do not fix or provide for fixing a record date, the board of directorsmay fix a future date as the record date.  If no record date is fixed, memberson the date of the meeting who are otherwise eligible to vote are entitled tovote at the meeting.

(c)        The bylaws may fixor provide the manner for determining a date as the record date for the purposeof determining the members entitled to any rights in respect of any otherlawful action.  If the bylaws do not fix or provide for fixing a record date,the board may fix in advance the record date.  If no record date is fixed,members at the close of business on the day on which the board adopts theresolution relating to such action, or the 60th day prior to the date of suchaction, whichever is later, are entitled to such rights.

(d)        A record date fixedunder this section shall not be more than 70 days before the meeting or actionfor which a determination of members is required.

(e)        A determination ofmembers entitled to notice of or to vote at a membership meeting is effectivefor any adjournment of the meeting unless the board fixes a new date fordetermining the right to notice or the right to vote, which it shall do if themeeting is adjourned to a date more than 120 days after the date fixed for theoriginal meeting.

(f)         If a court ordersa meeting adjourned to a date more than 120 days after the date fixed for theoriginal meeting, it may provide that the original record date for notice orvoting continues in effect or it may fix a new record date for notice orvoting. (1993, c. 398, s. 1.)