N.D. Cent. Code § 10-19.1-104.3
This is the official text of N.D. Cent. Code § 10-19.1-104.3, part of North Dakota’s Cent. Code — part of the compiled statutory law of North Dakota, published by the state as "Cent. Code." Browse the sections below, each linked to its official government source.
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10-19.1-104.3. Plan approval and amendment
Official statutory text
10-19.1-104.3. Plan approval and amendment
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.
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.
Status: in_force · Read it on the official government site
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