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North Dakota Century Code Title 10. Corporations § 10-19.1-104.3. Plan approval and amendment

Current as of January 01, 2024 | Updated by Findlaw Staff

1. If the converting organization is a corporation, then:

a. A resolution containing or amending the plan of conversion must be approved by an act of the board of the converting corporation and must then be approved by an act of its shareholders.

(1) In the action by the shareholders, a class or series of shares is entitled to vote as a class or series on the approval or amendment of the plan.

(2) Any amendment of the plan is subject to any contractual rights.

b. If the resolution containing or amending the plan of conversion is approved by the shareholders:

(1) At a shareholder meeting, then:

(a) Written notice must be given to every shareholder of the converting corporation, whether or not entitled to vote at the meeting, not less than fourteen days nor more than fifty days before the meeting, in the manner provided in section 10-19.1-73.

(b) The written notice must state that a purpose of the meeting is to consider the proposed plan of conversion or an amendment to it.

(c) A copy or short description of the plan of conversion or the amendment to it must be included in or enclosed with the notice.

(2) By a written action of the shareholders, then a copy or short description of the plan of conversion or the amendment to it must be included in or attached to the written action.

2. If the converting organization is not a corporation, then the approval and amendment of the plan of conversion must comply with its governing statute in effecting the conversion.

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Cite this article: FindLaw.com - North Dakota Century Code Title 10. Corporations § 10-19.1-104.3. Plan approval and amendment - last updated January 01, 2024 | https://codes.findlaw.com/nd/title-10-corporations/nd-cent-code-sect-10-19-1-104-3/

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