N.D. Cent. Code § 10-19.1-76.3

10-19.1-76.3. Acceptance of shareholder act by the corporation

1. If the name or network signature signed on a vote, consent, waiver, or proxy

appointment corresponds to the record name or data address of a shareholder, the

corporation if acting in good faith may accept the vote, consent, waiver, or proxy

appointment and give it effect as the act of the shareholder.

2. Unless the articles or bylaws provide otherwise, if the name or network signature

signed on a vote, consent, waiver, or proxy appointment does not correspond to the

record name or data address of a shareholder, the corporation if acting in good faith

may accept the vote, consent waiver, or proxy appointment and give it effect as the act

of the shareholder if:

a. The shareholder is an organization and the name or network signature signed

purports to be that of an officer, manager, or agent of the organization;

b. The name or network signature signed purports to be that of an administrator,

guardian, or conservator representing the shareholder and, if the corporation

requests, evidence of fiduciary status acceptable to the corporation has been

presented with respect to the vote, consent, waiver, or proxy appointment;

c. The name or network signature signed purports to be that of a receiver or trustee

in bankruptcy of the shareholder, and, if the corporation requests, evidence of this

status acceptable to the corporation has been presented with respect to the vote,

consent, waiver, or proxy appointment;

d. The name or network signature signed purports to be that of a pledgee, beneficial

owner, or attorney in fact of the shareholder, and if, the corporation requests,

evidence acceptable to the corporation of the signatory's authority to sign for the

shareholder has been presented with respect to the vote, consent, waiver, or

proxy appointment; or

e. Two or more persons hold the shares as cotenants or fiduciaries and the name or

network signature signed purports to be the name or data address of at least one

of the coholders and the person signing appears to be acting on behalf of all the

coholders.

3. The corporation may reject a vote, consent, waiver, or proxy appointment if the officer

or agent authorized to tabulate votes, acting in good faith, has reasonable basis to

doubt the validity of the signature on it or the authority of the signatory to sign for the

shareholder.

4. The corporation or its officer or agent who accepts or rejects a vote, consent, waiver,

or proxy appointment in good faith and in accordance with the standards of this section

is not liable in damages to the shareholder for the consequences of the acceptance or

rejection.

5. Corporate action based on the acceptance or rejection of a vote, consent, waiver, or

proxy appointment under this section is valid unless a court of competent jurisdiction

determines otherwise.