North Dakota Code 10-19.1-75.2 – Remote communications for shareholder meetings
1. This section shall be construed and applied to:
Terms Used In North Dakota Code 10-19.1-75.2
- Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
- 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.
- Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
- Fraud: Intentional deception resulting in injury to another.
- Person: means an individual, organization, government, political subdivision, or government agency or instrumentality. See North Dakota Code 1-01-49
- Quorum: The number of legislators that must be present to do business.
a. Facilitate remote communication consistent with other applicable law; and
b. Be consistent with reasonable practices concerning remote communication and with the continued expansion of those practices.
2. To the extent authorized in the articles or the bylaws and determined by the board:
a. A meeting of the shareholders may be held solely by any combination of means of remote communication through which the participants may participate in the meeting:
(1) If notice of the meeting is given to every holder of shares entitled to vote as would be required by this chapter for a meeting; and
(2) If the number of shares held by the shareholders participating in the meeting would be sufficient to constitute a quorum at a meeting.
b. A shareholder not physically present in person or by proxy at a regular or special meeting of shareholders may participate by means of remote communication in a meeting of shareholders held at a designated place.
3. In any meeting of shareholders held solely by means of remote communication under subdivision a of subsection 2 or in any meeting of shareholders held at a designated place in which one or more shareholders participate by means of remote communication under subdivision b of subsection 2:
a. The corporation shall implement reasonable measures to:
(1) Verify that each person deemed present and entitled to vote at the meeting by means of remote communication is a shareholder; and
(2) Provide each shareholder participating by means of remote communication with a reasonable opportunity to participate in the meeting, including an opportunity to:
(a) Read or hear the proceedings of the meeting substantially concurrently with those proceedings; (b) If allowed by the procedures governing the meeting, have the shareholder’s remarks heard or read by other participants in the meeting substantially concurrently with the making of those remarks; and (c) If otherwise entitled, vote on matters submitted to the shareholders.
b. Participation in a meeting by this means constitutes presence at the meeting in person or by proxy if all of the requirements of section 10-19.1-76.2 are met.
4. With respect to notice to shareholders:
a. Any notice to shareholders given by the corporation under any provision of this chapter, the articles, or the bylaws by a form of electronic communication consented to by the shareholder to whom the notice is given is effective when given. The notice is deemed given:
(1) If by facsimile communication, when directed to a telephone number at which the shareholder has consented to receive notice; (2) If by electronic mail, when directed to an electronic mail address at which the shareholder has consented to receive notice; (3) If by a posting on an electronic network on which the shareholder has consented to receive notice, together with separate notice to the shareholder of the specific posting, upon the later of:
(a) The posting; or
(b) The giving of the separate notice; or
(4) If by any other form of electronic communication by which the shareholder has consented to receive notice, when directed to the shareholder.
b. An affidavit of the secretary, other authorized officer, or authorized agent of the corporation, that the notice has been given by a form of electronic communication is, in the absence of fraud, prima facie evidence of the facts stated in the affidavit. c. Consent by a shareholder to notice given by electronic communication may be given in writing or by authenticated electronic communication. The corporation is entitled to rely on any consent so given until revoked by the shareholder.
However, no revocation affects the validity of any notice given before receipt by the corporation of revocation of the consent.
5. Any ballot, vote, authorization, or consent submitted by electronic communication under this chapter may be revoked by the shareholder submitting the ballot, vote, authorization, or consent so long as the revocation is received by an officer of the corporation at or before the meeting or before an action without a meeting is effective according to section 10-19.1-75.
6. Waiver of notice by a shareholder of a meeting by means of authenticated electronic communication may be given in the manner provided in subsection 4 of section 10-19.1-73. Participation in a meeting by means of remote communication described in subdivisions a and b of subsection 2 is a waiver of notice of that meeting, except when the shareholder objects:
a. At the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened; or
b. Before a vote on an item of business because the item may not lawfully be considered at the meeting and does not participate in the consideration of the item at that meeting.