§ 603. Special meeting for election of directors.

(a) If, for a period of one month after the date fixed by or under the
by-laws for the annual meeting of shareholders, or if no date has been
so fixed, for a period of thirteen months after the formation of the
corporation or the last annual meeting, there is a failure to elect a
sufficient number of directors to conduct the business of the
corporation, the board shall call a special meeting for the election of
directors. If such special meeting is not called by the board within two
weeks after the expiration of such period or if it is so called but
there is a failure to elect such directors for a period of two months
after the expiration of such period, holders of ten percent of the votes
of the shares entitled to vote in an election of directors may, in
writing, demand the call of a special meeting for the election of
directors specifying the date and month thereof, which shall not be less
than sixty nor more than ninety days from the date of such written
demand. The secretary of the corporation upon receiving the written
demand shall promptly give notice of such meeting, or if he fails to do
so within five business days thereafter, any shareholder signing such
demand may give such notice. The meeting shall be held at the place
fixed in the by-laws or, if not so fixed, at the office of the
corporation.

(b) At any such special meeting called on demand of shareholders,
notwithstanding section 608 (Quorum of shareholders), the shareholders
attending, in person or by proxy, and entitled to vote in an election of
directors shall constitute a quorum for the purpose of electing
directors, but not for the transaction of any other business.