N.D. Cent. Code § 10-19.1-72

10-19.1-72. Special meetings of shareholders

1. Special meetings of the shareholders may be called for any purpose or purposes at

any time, by:

a. The president;

b. Two or more directors;

c. A person authorized in the articles or bylaws to call special meetings; or

d. A shareholder or shareholders holding ten percent or more of the voting power of

all shares entitled to vote, except that a special meeting for the purpose of

considering any action to directly or indirectly facilitate or effect a business

combination, including any action to change or otherwise affect the composition

of the board of directors for that purpose, must be called by twenty-five percent or

more of the voting power of all shares entitled to vote.

2. A shareholder or shareholders holding the voting power specified in subdivision d of

subsection 1 may demand a special meeting of shareholders by written notice of

demand given to the president or secretary of the corporation and containing the

purposes of the meeting.

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

shall cause a special meeting of shareholders to be called and held on notice no

later than ninety days after receipt of the demand.

b. If the board fails to cause a special meeting to be called as required by this

subsection, the shareholder or shareholders making the demand may call the

special meeting by giving notice as required by section 10-19.1-73.

c. All necessary expenses of the notice and the meeting shall be paid by the

corporation.

3. Special meetings must be held on the date and at the time and place fixed by the

president, the board, or a person authorized by the articles or bylaws to call a meeting,

except that a special meeting called by or at the demand of a shareholder or

shareholders pursuant to subsection 2 must be held in the county where the principal

executive office is located. To the extent authorized by the articles or bylaws, the board

may determine that a special 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. The business transacted at a special meeting is limited to the purposes stated in the

notice of the meeting. Any business transacted at a special meeting that is not

included in those stated purposes is voidable by or on behalf of the corporation, unless

all of the shareholders have waived notice of the meeting in accordance with

subsection 4 of section 10-19.1-73.