North Dakota Code 10-19.1-73 – Notice of shareholder meetings
1. Except as otherwise provided in this chapter, notice of all meetings of shareholders must be given to every holder of shares entitled to vote unless:
Terms Used In North Dakota Code 10-19.1-73
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- following: when used by way of reference to a chapter or other part of a statute means the next preceding or next following chapter or other part. See North Dakota Code 1-01-49
- Person: means an individual, organization, government, political subdivision, or government agency or instrumentality. See North Dakota Code 1-01-49
- State: when applied to the different parts of the United States, includes the District of Columbia and the territories. See North Dakota Code 1-01-49
- written: include "typewriting" and "typewritten" and "printing" and "printed" except in the case of signatures and when the words are used by way of contrast to typewriting and printing. See North Dakota Code 1-01-37
a. The meeting is an adjourned meeting to be held not more than one hundred twenty days after the date fixed for the original meeting and the date, time, and place of the meeting were announced at the time of the original meeting or any adjournment of the original meeting; or
b. The following have been mailed by first-class mail to a shareholder at the address in the corporate records and returned nondeliverable:
(1) Two consecutive regular meeting notices and notices of any special meetings held during the period between the two regular meetings; or
(2) All payments of distributions, provided there were at least two sent during a twelve-month period.
An action or meeting that is taken or held without notice under this subdivision has the same force and effect as if notice was given. If the shareholder delivers a written notice of the shareholder’s current address to the corporation, the notice requirement is reinstated.
2. If notice of an adjourned meeting is required under subdivision a of subsection 1, then the date for determination of shares entitled to notice of and entitled to vote at the adjourned meeting must comply with subsection 1 of section 10-19.1-73.2, except that if the date of the meeting is set by court order, the court may provide that the original date of determination will continue in effect or may fix a new date.
3. The notice:
a. If a specific minimum notice period has not otherwise been fixed by law, must be given at least ten days before the date of the meeting, or a shorter time provided in the articles or bylaws, and not more than fifty days before the date of the meeting; b. Must contain the date, time, and place of the meeting; c. Must contain the information with respect to dissenters’ rights required by subsection 2 of section 10-19.1-88, if applicable; d. Must inform shareholders if proxies are permitted at the meeting and, if so, state the procedure for appointing proxies; e. Must contain a statement of the purpose of the meeting, in the case of a special meeting; f. Must contain any other information:
(1) Required by the articles or bylaws, or this chapter; or
(2) Considered necessary or desirable by the board of directors; and
g. May contain any other information considered necessary or desirable by the person or persons calling the meeting.
4. A shareholder may waive notice of a meeting of shareholders.
a. A waiver of notice by a shareholder entitled to notice is effective whether given before, at, or after the meeting, and whether given in writing, or by attendance.
b. Attendance by a shareholder at a meeting is a waiver of notice of that meeting, except when the shareholder objects:
(1) At the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened; or
(2) Before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of the item at that meeting.