§ 604. 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 members 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, members entitled to cast one
hundred votes or ten per cent of the total number of votes entitled to
be cast in an election of directors, whichever is lesser, 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 two nor more than three months 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 member 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 the demand of members,
notwithstanding section 608 (Quorum of members), the members 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.