N.D. Cent. Code § 10-19.1-75
This is the official text of N.D. Cent. Code § 10-19.1-75, 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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10-19.1-75. Shareholder action without a meeting
Official statutory text
10-19.1-75. Shareholder action without a meeting
An action required or permitted to be taken at a meeting of the shareholders may be taken
without a meeting by written action signed, or consented to by authenticated electronic
communication, by all of the shareholders entitled to vote on that action.
1. If the articles so provide, any action may be taken by written action signed, or
consented to by authenticated electronic communication, by the shareholders who
own voting power equal to the voting power that would be required to take the same
action at a meeting of the shareholders at which all shareholders were present.
However, in no event may written action be taken by holders of less than a majority of
the voting power of all shares entitled to vote on that action.
a. After the adoption of the initial articles, an amendment to the articles to permit
written action to be taken by less than all shareholders requires the approval of all
of the shareholders entitled to vote on the amendment.
b. When written action is permitted to be taken by less than all shareholders, all
shareholders must be notified of its text and effective date no later than five days
after the date on which the action is taken.
c. Failure to provide the notice does not invalidate the written action.
d. A shareholder who does not sign or consent to the written action has no liability
for the action or actions taken by the written actions.
2. The written action is effective when it has been signed, or consented to by
authenticated electronic communication, by the required shareholders, unless a
different effective time is provided in the written action.
3. When this chapter requires or permits a certificate concerning an action to be filed with
the secretary of state, the officers signing the certificate must so indicate if the action
was taken under this section.
An action required or permitted to be taken at a meeting of the shareholders may be taken
without a meeting by written action signed, or consented to by authenticated electronic
communication, by all of the shareholders entitled to vote on that action.
1. If the articles so provide, any action may be taken by written action signed, or
consented to by authenticated electronic communication, by the shareholders who
own voting power equal to the voting power that would be required to take the same
action at a meeting of the shareholders at which all shareholders were present.
However, in no event may written action be taken by holders of less than a majority of
the voting power of all shares entitled to vote on that action.
a. After the adoption of the initial articles, an amendment to the articles to permit
written action to be taken by less than all shareholders requires the approval of all
of the shareholders entitled to vote on the amendment.
b. When written action is permitted to be taken by less than all shareholders, all
shareholders must be notified of its text and effective date no later than five days
after the date on which the action is taken.
c. Failure to provide the notice does not invalidate the written action.
d. A shareholder who does not sign or consent to the written action has no liability
for the action or actions taken by the written actions.
2. The written action is effective when it has been signed, or consented to by
authenticated electronic communication, by the required shareholders, unless a
different effective time is provided in the written action.
3. When this chapter requires or permits a certificate concerning an action to be filed with
the secretary of state, the officers signing the certificate must so indicate if the action
was taken under this section.
Status: in_force · Read it on the official government site
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