(1) If for any reason it is impractical or impossible for a corporation to call or
conduct a meeting of its members, delegates, or directors or to otherwise obtain their
consent, in the manner prescribed by its articles, bylaws, or this chapter, then upon
petition of a director, officer, delegate, member, or the attorney general, the state
district court for the judicial district in which the principal office is located
or, if the principal office is not located in this state, in Lewis and Clark County
may order that a meeting be called or that a written ballot or other form of obtaining
the vote of members, delegates, or directors be authorized, in the manner the court
finds fair and equitable under the circumstances.
(2) In an order issued pursuant to this section, the court shall provide for a method
of notice reasonably designed to give actual notice to all persons who would be entitled
to notice of a meeting held pursuant to the articles, bylaws, and this chapter, whether
or not the method results in actual notice to all persons entitled to notice or conforms
to the notice requirements that would otherwise apply. In a proceeding under this section, the court may determine who the members or directors
(3) The order issued pursuant to this section may dispense with any requirement relating
to the holding of or voting at meetings or obtaining votes, including any requirement
as to quorums or as to the number or percentage of votes needed for approval, that
would otherwise be imposed by the articles, bylaws, or this chapter.
(4) Whenever practical, an order issued pursuant to this section must limit the subject
matter of meetings or other forms of consent authorized to approve items, including
amendments to the articles or bylaws, the resolution of which will or may enable the
corporation to continue managing its affairs without further resort to this section.
However, an order under this section may also authorize the obtaining of votes and
approvals necessary for dissolution, merger, or sale of assets.
(5) A meeting or other method of obtaining the vote of members, delegates, or directors
that is conducted pursuant to an order issued under this section and that complies
with all the provisions of the order is for all purposes a valid meeting or vote,
and has the same force and effect as if it complied with every requirement imposed
by the articles, bylaws, and this chapter.
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