North Dakota Code 10-33-66 – Special meetings of voting members
1. A corporation with voting members shall hold a special meeting of members:
Terms Used In North Dakota Code 10-33-66
- 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.
- 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. On call of its board or persons authorized to do so by the articles or bylaws; or
b. If at least fifty members with voting rights or ten percent of the members with voting rights, whichever is less, sign, date, and deliver to the president or the secretary one or more written demands for the meeting describing the purpose for which it is to be held.
2. Within thirty days after receipt of a demand for a special meeting from voting members, the board shall cause a special meeting to be called and held on notice no later than ninety days after receipt of the demand. If the board fails to cause a special meeting to be called and held as required by this subsection, a voting member making the demand may call the meeting by giving notice pursuant to section 10-33-68. All necessary expenses of the notice and meeting shall be paid by the corporation.
3. Special meetings of members may be held in or out of this state at the place stated in or fixed in accordance with the articles, bylaws, or by the president or the board. If a special meeting is demanded by the members, the meeting must be held in the county where the principal executive office of the corporation is located. To the extent authorized in the articles or bylaws, the board may determine that a special meeting of the members shall be held solely by means of remote communication in accordance with subsection 2 of section 10-33-75.
4. The notice of a special meeting must contain a statement of the purposes of the meeting and may contain other information required by the articles or bylaws or considered necessary or desirable by the board or by another person calling the meeting.
a. The business transacted at a special meeting is limited to the purposes stated within the notice of the meeting.
b. Business transacted at a special meeting that is not included in those stated purposes is voidable by or on behalf of the corporation, unless all of the members with voting rights have waived notice of the meeting pursuant to section 10-33-68.