N.D. Cent. Code § 10-19.1-76.2

10-19.1-76.2. Proxies

1. At or before the meeting for which the appointment is to be effective, a shareholder

may cast or authorize the casting of a vote:

a. By filing with an officer authorized to tabulate votes a written appointment of a

proxy which is signed by the shareholder.

b. By remote communication or authenticated electronic communication to an officer

authorized to tabulate votes, whether or not accompanied by written instructions

of the shareholder, of an appointment of a proxy.

(1) The remote communication or authenticated electronic communication must

set forth or be submitted with information from which it can be determined

that the appointment is authorized by the shareholder. If it is reasonably

concluded that the remote communication or authenticated electronic

communication is valid, the inspectors of election or, if there are no

inspectors, the other persons making that determination of validity shall

specify the information upon which they relied to make that determination.

(2) A proxy so appointed may vote on behalf of the shareholder, or otherwise

participate, in a meeting by remote communication according to section

10-19.1-75.2 to the extent the shareholder appointing the proxy would have

been entitled to participate by remote communication according to section

10-19.1-75.2 if the shareholder did not appoint the proxy.

c. A copy, facsimile telecommunication, or other reproduction of the original writing

or transmission may be substituted or used in lieu of the original writing or

transmission for any purpose for which the original writing or transmission could

be used if the copy, facsimile telecommunication, or other reproduction is a

complete and legible reproduction of the entire original writing or transmission.

d. An appointment of a proxy for shares held jointly by two or more shareholders is

valid if signed or consented to by authenticated electronic communication by any

one of the shareholders, unless the corporation receives from any of those

shareholders written notice or authenticated electronic communication either

denying the authority of that person to appoint a proxy or appointing a different

proxy.

2. The appointment of a proxy is valid for eleven months, unless a longer period is

expressly provided in the appointment. No appointment is irrevocable unless the

appointment is coupled with an interest, including a security interest, in the shares or

in the corporation. A shareholder who revokes a proxy is not liable in any way for

damages, restitution, or other claim.

3. An appointment may be revoked at will, unless the appointment is coupled with an

interest, in which case it may not be revoked except in accordance with the terms of

an agreement, if any, between the parties to the appointment. Appointment of a proxy

is revoked by the person appointing the proxy by:

a. Attending a meeting and voting in person;

b. Signing and delivering to an officer or to a duly authorized agent of the

corporation either:

(1) A writing stating the appointment of the proxy is revoked; or

(2) A new appointment; or

c. Remote communication or by authenticated electronic communication, whether or

not accompanied by written instructions of the shareholder, of:

(1) A statement that the proxy is revoked; or
ng in person;

b. Signing and delivering to an officer or to a duly authorized agent of the

corporation either:

(1) A writing stating the appointment of the proxy is revoked; or

(2) A new appointment; or

c. Remote communication or by authenticated electronic communication, whether or

not accompanied by written instructions of the shareholder, of:

(1) A statement that the proxy is revoked; or

(2) A new appointment.

4. Revocation in either manner provided in subdivision b or c of subsection 3 revokes all

earlier proxy appointments and is effective:

a. When filed with an officer or with a duly authorized agent of the corporation; or

b. When the remote communication or the authenticated electronic communication

is received by an officer or by the duly authorized agent of the corporation.

The remote communication or the authenticated electronic communication must set

forth or be submitted with information from which it can be determined that the

revocation or the new appointment was authorized by the shareholder.

5. The death or incapacity of a person appointing a proxy does not affect the right of the

corporation to accept the authority of the proxy, unless written notice of the death or

incapacity is received by an officer authorized to tabulate votes before the proxy

exercises authority under that appointment.

6. Unless the appointment specifically provides otherwise, if two or more persons are

appointed as proxies for a shareholder:

a. Any one of them may vote the shares on each item of business in accordance

with specific instructions contained in the appointment; and

b. If no specific instructions are contained in the appointment with respect to voting

the shares on a particular item of business, the shares must be voted as a

majority of the proxies determine. If the proxies are equally divided, the shares

may not be voted.

7. Subject to section 10-19.1-76.3 and an express restriction, limitation, or specific

reservation of authority of the proxy appearing on the appointment, the corporation

may accept a vote or action by the proxy as the action of the shareholder. The vote of

a proxy is final, binding, and not subject to challenge. However, the proxy is liable to

the shareholder or beneficial owner for damages resulting from a failure to exercise

the proxy or from an exercise of the proxy in violation of the authority granted in the

appointment.

8. If a proxy is given authority by a shareholder to vote on less than all items of business

considered at a meeting of shareholders, the shareholder is considered to be present

and entitled to vote by the proxy for purposes of subsection 1 of section 10-19.1-74,

only with respect to those items of business for which the proxy has authority to vote. A

proxy who is given authority by a shareholder who abstains with respect to an item of

business is considered to have authority to vote on the item of business for purposes

of this subsection.