North Dakota Code 10-33-75 – Remote communications for member meetings
1. This section shall be construed and applied to:
Terms Used In North Dakota Code 10-33-75
- 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 the applicable law; and
b. Be consistent with reasonable practices concerning remote communication and with continued expansion of these practices.
2. Unless otherwise provided by the articles or bylaws:
a. A meeting of the members may be held solely by one or more means of remote communication:
(1) If notice of the meeting is given to every member entitled to vote; and
(2) If the number of voting members participating in the meeting is sufficient to constitute a quorum at a meeting.
b. A member not physically present at a regular or special meeting of members may by means of remote communication participate in a meeting of members held at a designated place.
3. In any meeting of members held solely by means of remote communication under subdivision a of subsection 2 or in any meeting of members held at a designated place in which one or more members participate by means of remote communication under subdivision b of subsection 2:
a. The corporation shall implement reasonable measures:
(1) To verify that each person deemed present and entitled to vote at the meeting by means of remote communication is a member; and
(2) To provide each member 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 member’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 members.
b. Participating in a meeting by this means constitutes presence at the meeting in person or by proxy if all of the other requirements of section 10-33-77 are met.
4. With respect to notice to members:
a. Any notice to members 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 member 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 member has consented to receive notice; (2) If by electronic mail, when directed to an electronic mail address at which the member has consented to receive notice; (3) If by a posting on an electronic network on which the member has consented to receive notice, together with separate notice to the member of the specific posting, upon the later of: (a) The posting; or
(b) The giving of the separate notice; and
(4) If by any other form of electronic communication by which the member has consented to receive notice, when directed to the member.
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 member 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 member, provided that 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 member 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 10-33-73.
6. Waiver of notice by a member of a meeting by means of authenticated electronic communication may be given in the manner provided in subsection 5 of section 10-33-68. 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 member 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.