(a) The certificate of incorporation or bylaws may fix or provide the manner of fixing the record date or dates for one or more voting groups to determine the stockholders entitled to notice of a stockholders' meeting, to demand a special meeting, to vote, or to take any other action. If the certificate of incorporation or bylaws do not fix or provide for fixing a record date, the board of directors may fix the record date.
(b) A record date fixed under this section may not be more than 70 days before the meeting or action requiring a determination of stockholders and may not be retroactive.
(c) A determination of stockholders entitled to notice of or to vote at a stockholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date or dates, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.
(d) If a court orders a meeting adjourned to a date more than 120 days after the date fixed for the original meeting, it may provide that the original record date or dates continues in effect or it may fix a new record date or dates.
(e) The record dates for a stockholders' meeting fixed by or in the manner provided in the certificate of incorporation or bylaws or by the board of directors shall be the record date for determining stockholders entitled both to notice of and to vote at the stockholders' meeting, unless in the case of a record date fixed by the board of directors and to the extent not prohibited by the certificate of incorporation or bylaws, the board of directors, at the time it fixes the record date for stockholders entitled to notice of the meeting, fixes a later record date on or before the date of the meeting to determine the stockholders entitled to vote at the meeting.
Last modified: May 3, 2021