N.D. Cent. Code § 10-19.1-75.1

10-19.1-75.1. Shareholder action by ballot

1. Except as provided in subsection 5 and unless prohibited or limited by the articles or

bylaws, an action that may be taken at a regular or special meeting of shareholders

may be taken without a meeting if the corporation mails or delivers a ballot to every

shareholder entitled to vote on the matter.

2. A ballot must set forth each proposed action and provide an opportunity to vote for or

against each proposed action.

3. Approval by ballot under this section is valid only if:

a. The number of votes cast by ballot equals or exceeds the quorum required to be

present at a meeting authorizing the action; and

b. The number of approvals equals or exceeds the number of votes that would be

required to approve the matter at a meeting at which the total number of votes

cast was the same as the number of votes cast by ballot.

4. Solicitations for votes by ballot must:

a. Indicate the number of responses needed to meet the quorum requirements;

b. State the percentage of approvals necessary to approve each matter other than

election of directors; and

c. Specify the time by which a ballot must be received by the corporation in order to

be counted.

5. Except as otherwise provided in the articles or bylaws, a ballot may not be revoked.

6. With respect to a ballot by electronic communication:

a. A corporation may deliver a ballot by electronic communication only if the

corporation complies with subsection 4 of section 10-19.1-75.2 as if the ballot

were a notice.

b. Consent by a shareholder to receive notice by electronic communication in a

certain manner constitutes consent to receive a ballot by electronic

communication in the same manner.