(a) The circuit court of the county where a corporation's principal office (or, if none in this State, its registered office) is located may order a meeting to be held:

1. (1) on application of any shareholder of the corporation entitled to participate in an annual meeting if an annual meeting was not held within the earlier of nine months after the end of the corporation's fiscal year or eighteen months after its last annual meeting; or

2. (2) on application of a shareholder who signed a demand for a special meeting valid under Section 33-7-102 if:

   1. (i) notice of the special meeting was not given within thirty days after the date the demand was delivered to the corporation's secretary; or
   2. (ii) the special meeting was not held in accordance with the notice.

(b) The court may fix the time and place of the meeting, determine the shares entitled to participate in the meeting, specify a record date for determining shareholders entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting (or direct that the votes represented at the meeting constitute a quorum for action on those matters), and enter other orders necessary to accomplish the purpose of the meeting.

1. (a) Action required or permitted by Chapters 1 through 20 of this Title to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action. The action must be evidenced by one or more written consents describing the action taken, signed by all the shareholders entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.
2. (b) If not otherwise fixed under Section 33-7-103 or 33-7-107, the record date for determining shareholders entitled to take action without a meeting is the date the first shareholder signs the consent under subsection (a).
3. (c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
4. (d) If Chapters 1 through 20 of this Title requires that notice of proposed action be given to nonvoting shareholders and the action is to be taken by unanimous consent of the voting shareholders, the corporation must give its nonvoting shareholders written notice of the proposed action at least ten days before the action is taken. The notice must contain or be accompanied by the same material that must be sent to nonvoting shareholders in a notice of meeting at which the proposed action is submitted to the shareholders for action.