N.D. Cent. Code § 10-19.1-73.2
This is the official text of N.D. Cent. Code § 10-19.1-73.2, 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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10-19.1-73.2. Voting rights
Official statutory text
10-19.1-73.2. Voting rights
1. The board may fix or authorize an officer to fix a date not more than fifty days, or a
shorter time period provided in the articles or bylaws, before the date of a meeting of
shareholders as the date for the determination of the holders of shares entitled to
notice of and entitled to vote at the meeting. If a date is fixed, only shareholders on
that date are entitled to notice of and permitted to vote at that meeting of shareholders.
2. A determination of the holders of shares entitled to notice and to vote at a meeting of
shareholders is effective for an adjournment of the meeting unless the board fixes a
new date for determining the right to notice and to vote, which it must do if the meeting
is adjourned to a date more than fifty days after the record date for determining
shareholders entitled to notice of the original meeting.
3. If a court orders a meeting adjourned to a date more than one hundred twenty days
after the date fixed for the original meeting, it may:
a. Maintain the original record date for notice and voting; or
b. Fix a new record date for notice and voting.
4. A resolution approved by the affirmative vote of a majority of the directors present may
establish a procedure whereby a shareholder may certify in writing to the corporation
that all or a portion of the shares registered in the name of the shareholder are held for
the account of one or more beneficial owners. Upon receipt by the corporation of the
writing, the persons specified as beneficial owners, rather than the actual shareholder,
are deemed the shareholders for the purposes specified in the writing.
5. Unless otherwise provided in the articles or bylaws, or in the terms of the shares, a
shareholder has one vote for each share held.
6. The articles may give or prescribe the manner of giving a creditor, securityholder, or
other person a right to vote under this section.
7. Shares owned by two or more shareholders may be voted by any one of them unless
the corporation receives written notice from any one of them denying the authority of
that person to vote those shares.
8. Except as provided in subsection 7, a holder of shares entitled to vote may vote any
portion of the shares in any way the shareholder chooses. If a shareholder votes
without designating the proportion or number of shares voted in a particular way, the
shareholder is deemed to have voted all of the shares in that way.
1. The board may fix or authorize an officer to fix a date not more than fifty days, or a
shorter time period provided in the articles or bylaws, before the date of a meeting of
shareholders as the date for the determination of the holders of shares entitled to
notice of and entitled to vote at the meeting. If a date is fixed, only shareholders on
that date are entitled to notice of and permitted to vote at that meeting of shareholders.
2. A determination of the holders of shares entitled to notice and to vote at a meeting of
shareholders is effective for an adjournment of the meeting unless the board fixes a
new date for determining the right to notice and to vote, which it must do if the meeting
is adjourned to a date more than fifty days after the record date for determining
shareholders entitled to notice of the original meeting.
3. If a court orders a meeting adjourned to a date more than one hundred twenty days
after the date fixed for the original meeting, it may:
a. Maintain the original record date for notice and voting; or
b. Fix a new record date for notice and voting.
4. A resolution approved by the affirmative vote of a majority of the directors present may
establish a procedure whereby a shareholder may certify in writing to the corporation
that all or a portion of the shares registered in the name of the shareholder are held for
the account of one or more beneficial owners. Upon receipt by the corporation of the
writing, the persons specified as beneficial owners, rather than the actual shareholder,
are deemed the shareholders for the purposes specified in the writing.
5. Unless otherwise provided in the articles or bylaws, or in the terms of the shares, a
shareholder has one vote for each share held.
6. The articles may give or prescribe the manner of giving a creditor, securityholder, or
other person a right to vote under this section.
7. Shares owned by two or more shareholders may be voted by any one of them unless
the corporation receives written notice from any one of them denying the authority of
that person to vote those shares.
8. Except as provided in subsection 7, a holder of shares entitled to vote may vote any
portion of the shares in any way the shareholder chooses. If a shareholder votes
without designating the proportion or number of shares voted in a particular way, the
shareholder is deemed to have voted all of the shares in that way.
Status: in_force · Read it on the official government site
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