(a) A corporation shall notify shareholders of the date, time and place of each annual and special shareholders' meeting no fewer than ten nor more than sixty days before the meeting date. The notice shall include the record date for determining the shareholders entitled to vote at the meeting, if such date is different than the record date for determining shareholders entitled to notice of the meeting. If the board of directors has authorized participation by means of remote communication pursuant to section 33-703 for any class or series of shareholders, the notice to such class or series of shareholders shall describe the means of remote communication to be used. Unless sections 33-600 to 33-998, inclusive, or the certificate of incorporation requires otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting as of the record date for determining the shareholders entitled to notice of the meeting.

(b) Unless sections 33-600 to 33-998, inclusive, or the certificate of incorporation requires otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called.

(c) Notice of a special shareholders' meeting shall include a description of the purpose or purposes for which the meeting is called.

(d) If not otherwise fixed under section 33-697 or 33-701, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is the day before the first notice is delivered to shareholders.

(e) 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. If a new record date for the adjourned meeting is or must be fixed under section 33-701, however, notice of the adjourned meeting must be given under this section to shareholders entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.

(P.A. 94-186, S. 60, 215; P.A. 96-271, S. 49, 50, 254; P.A. 11-147, S. 1, 4.)

History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced “articles” of incorporation with “certificate” of incorporation where appearing, effective January 1, 1997; P.A. 11-147 amended Subsec. (a) to require notice to include record date for determining shareholders entitled to vote at meeting if different than record date for determining shareholders entitled to notice of meeting, provide that if board of directors has authorized participation by means of remote communication for any class or series of shareholders, notice to such shareholders shall describe the means of remote communication to be used and provide that corporation is required to give notice only to shareholders entitled to vote at meeting “as of the record date for determining the shareholders entitled to notice of the meeting”, and amended Subsec. (e) to require notice of an adjourned meeting with a new record date to be given to “shareholders entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting”, rather than “persons who are shareholders as of the new record date”.