N.D. Cent. Code § 10-19.1-75.2

10-19.1-75.2. Remote communications for shareholder meetings

1. This section shall be construed and applied to:

a. Facilitate remote communication consistent with other applicable law; and

b. Be consistent with reasonable practices concerning remote communication and

with the continued expansion of those practices.

2. To the extent authorized in the articles or the bylaws and determined by the board:

a. A meeting of the shareholders may be held solely by any combination of means

of remote communication through which the participants may participate in the

meeting:

(1) If notice of the meeting is given to every holder of shares entitled to vote as

would be required by this chapter for a meeting; and

(2) If the number of shares held by the shareholders participating in the meeting

would be sufficient to constitute a quorum at a meeting.

b. A shareholder not physically present in person or by proxy at a regular or special

meeting of shareholders may participate by means of remote communication in a

meeting of shareholders held at a designated place.

3. In any meeting of shareholders held solely by means of remote communication under

subdivision a of subsection 2 or in any meeting of shareholders held at a designated

place in which one or more shareholders participate by means of remote

communication under subdivision b of subsection 2:

a. The corporation shall implement reasonable measures to:

(1) Verify that each person deemed present and entitled to vote at the meeting

by means of remote communication is a shareholder; and

(2) Provide each shareholder participating by means of remote communication

with a reasonable opportunity to participate in the meeting, including an

opportunity to:

(a) Read or hear the proceedings of the meeting substantially

concurrently with those proceedings;

(b) If allowed by the procedures governing the meeting, have the

shareholder's remarks heard or read by other participants in the

meeting substantially concurrently with the making of those remarks;

and

(c) If otherwise entitled, vote on matters submitted to the shareholders.

b. Participation in a meeting by this means constitutes presence at the meeting in

person or by proxy if all of the requirements of section 10-19.1-76.2 are met.

4. With respect to notice to shareholders:

a. Any notice to shareholders given by the corporation under any provision of this

chapter, the articles, or the bylaws by a form of electronic communication

consented to by the shareholder to whom the notice is given is effective when

given. The notice is deemed given:

(1) If by facsimile communication, when directed to a telephone number at

which the shareholder has consented to receive notice;

(2) If by electronic mail, when directed to an electronic mail address at which

the shareholder has consented to receive notice;

(3) If by a posting on an electronic network on which the shareholder has

consented to receive notice, together with separate notice to the

shareholder of the specific posting, upon the later of:

(a) The posting; or
the shareholder has consented to receive notice;

(2) If by electronic mail, when directed to an electronic mail address at which

the shareholder has consented to receive notice;

(3) If by a posting on an electronic network on which the shareholder has

consented to receive notice, together with separate notice to the

shareholder of the specific posting, upon the later of:

(a) The posting; or

(b) The giving of the separate notice; or

(4) If by any other form of electronic communication by which the shareholder

has consented to receive notice, when directed to the shareholder.

b. An affidavit of the secretary, other authorized officer, or authorized agent of the

corporation, that the notice has been given by a form of electronic communication

is, in the absence of fraud, prima facie evidence of the facts stated in the affidavit.

c. Consent by a shareholder to notice given by electronic communication may be

given in writing or by authenticated electronic communication. The corporation is

entitled to rely on any consent so given until revoked by the shareholder.

However, no revocation affects the validity of any notice given before receipt by

the corporation of revocation of the consent.

5. Any ballot, vote, authorization, or consent submitted by electronic communication

under this chapter may be revoked by the shareholder submitting the ballot, vote,

authorization, or consent so long as the revocation is received by an officer of the

corporation at or before the meeting or before an action without a meeting is effective

according to section 10-19.1-75.

6. Waiver of notice by a shareholder of a meeting by means of authenticated electronic

communication may be given in the manner provided in subsection 4 of section