KRS 273.223: Place and notice of directors' meetings.

(1) Meetings of the board of directors, regular or special, may be held either within or

without this state, and upon such notice as the bylaws may prescribe. If the bylaws

are silent as to the required notice of a meeting of the board of directors, meetings

of the board of directors shall be preceded by at least two (2) days notice of the

time, date, and place of the meeting.

(2) Neither the business to be transacted at, nor the purpose of, any regular or special

meeting of the board of directors needs to be s pecified in the notice or waiver of

notice of such meeting.

(3) Attendance of a director at any meeting shall constitute a waiver of notice of such

meeting except when a director attends a meeting for the express purpose of

objecting to the transaction of any business because the meeting is not lawfully

called or convened.

(4) The Circuit Court for the county where a corporation's principal office or, if there is

none in this state, its registered office is located may order a special meeting of the

board of directors on the application of one -third (1/3) or more of the incumbent

directors. The court may fix the time and place of the meeting, prescribe the form

and content of the meeting notice, and enter such other orders as are necessary to

accomplish the purpose of the meeting.