N.D. Cent. Code § 10-19.1-71

10-19.1-71. Regular meetings of shareholders

1. Regular meetings of shareholders may be held on an annual or other less frequent

periodic basis but need not be held unless required by the articles or bylaws or by

subsection 2.

2. If a regular meeting of shareholders has not been held during the earlier of six months

after the fiscal yearend of the corporation or fifteen months after its last meeting:

a. A shareholder or shareholders holding five percent or more of the voting power of

all shares entitled to vote may demand a regular meeting of shareholders by

written notice of demand given to the president or secretary of the corporation.

b. Within thirty days after receipt of the demand by one of those officers, the board

shall cause a regular meeting of shareholders to be called and held at the

expense of the corporation on notice no later than ninety days after receipt of the

demand.

c. If the board fails to cause a regular meeting to be called as required by this

subsection, the shareholders making the demand may call the meeting by giving

notice as required by section 10-19.1-73.

d. All necessary expenses of the notice and the meeting must be paid by the

corporation.

3. A regular meeting, if any, must be held on the date and at the time and place fixed by,

or in a manner authorized by, the articles or bylaws, except that a meeting called by or

at the demand of a shareholder pursuant to subsection 2 must be held in the county

where the principal executive office of the corporation is located. To the extent

authorized by the articles or bylaws, the board may determine that a regular meeting

of the shareholders shall be held solely by means of remote communication in

accordance with subsection 3 of section 10-19.1-75.2.

4. At each regular meeting of shareholders:

a. There must be an election of qualified successors for directors who serve for an

indefinite term or whose terms have expired or are due to expire within six

months after the date of the meeting.

b. No other particular business is required to be transacted.

c. Any business appropriate for action by the shareholders may be transacted.

5. Failure to hold a meeting in accordance with the articles or bylaws does not affect the

validity of a corporate action.