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North Dakota Century Code Title 10. Corporations § 10-33-74. Member action by ballot

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

1. Except as provided in subsection 5 and unless prohibited or limited by the articles or bylaws, an action that may be taken at a regular or special meeting of members may be taken without a meeting if the corporation mails or delivers a ballot to every member entitled to vote on the matter.

2. A ballot must set forth each proposed action and provide an opportunity to vote for or against each proposed action.

3. Approval by ballot under this section is valid only if:

a. The number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action; and

b. The number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

4. Solicitations for votes by ballot must:

a. Indicate the number of responses needed to meet the quorum requirements;

b. State the percentage of approvals necessary to approve each matter other than election of directors; and

c. Specify the time by which a ballot must be received by the corporation in order to be counted.

5. Except as otherwise provided in the articles or bylaws, a ballot may not be revoked.

6. With respect to a ballot by electronic communication:

a. A corporation may deliver a ballot by electronic communication only if the corporation complies with subsection 4 of section 10-33-68 as if the ballot were a notice.

b. Consent by a member to receive notice by electronic communication in a certain manner constitutes consent to receive a ballot by electronic communication in the same manner.

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Cite this article: FindLaw.com - North Dakota Century Code Title 10. Corporations § 10-33-74. Member action by ballot - last updated January 01, 2024 | https://codes.findlaw.com/nd/title-10-corporations/nd-cent-code-sect-10-33-74/

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