KRS 271B.7-020: Special meeting.

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

(a) On call of its board of directors or the person or persons authorized to do so

by the articles of incorporation or bylaws; or

(b) If the holders of at least thirty -three and one-third percent (33 1/3%) (or such

higher or lower percentage as is contained in the articles of incorporation) 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 secreta ry

one (1) or more written demands for the meeting describing the purpose or

purposes for which it is to be held.

(2) If not otherwise fixed under KRS 271B.7 -030 or 271B.7 -070, the record date for

determining shareholders entitled to demand a special meeti ng shall be the date the

first shareholder signs the demand.

(3) Special shareholders' meetings may be held in or out of this state 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.

(4) Only business within the purpose or purposes described in the meeting notice

required by subsection (3) of KRS 271B.7 -050 may be conducted at a special

shareholders' meeting.