(a) A corporation that has members entitled to vote shall hold a special meeting of members entitled to vote at the meeting: (1) On call of its board of directors or the person or persons authorized to do so by the certificate of incorporation or the bylaws; or (2) if the members holding at least five per cent, or such other number or proportion as shall be provided in the bylaws, 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 one or more written demands for the meeting describing the purpose or purposes for which it is to be held. If a call for such a special meeting is not issued within fifteen days after receipt of such members’ request, such members may call the meeting.

(b) If not otherwise fixed under § 33-1063 or 33-1067, the record date for determining members entitled to demand a special meeting is the date the first member signs the demand.

(c) Unless the board of directors determines that a special meeting of members shall be held solely by remote communication in accordance with the provisions of subsection (c) of § 33-1069, such meeting (1) may be held in or out of this state at the place stated in or fixed in accordance with the bylaws, or (2) if no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation’s principal office.

(d) Only business within the purpose or purposes described in the meeting notice required by subsection (c) of § 33-1065 may be conducted at a special meeting of members.