N.D. Cent. Code § 10-35-08

10-35-08. Access to corporation's proxy statement

1. If a qualified shareholder provides notice of an intention to nominate one or more

candidates for election to the board of directors that satisfies both section 10-35-07

and this section, the publicly traded corporation must:

a. Include the name of each nominee and a statement not longer than five hundred

words without counting the information required under subdivisions a through e of

subsection 2 supplied by the qualified shareholder in support of each nominee in

the corporation's proxy statement; and

b. Make provision for a shareholder to vote on each nominee on the form of proxy

solicited on behalf of the corporation.

2. The publicly traded corporation may not require the notice from the qualified

shareholder to include more than:

a. The name of the person or the names of the members of the group;

b. A statement that the person or group satisfies the definition of a qualified

shareholder in subsection 8 of section 10-35-02 and reasonable evidence of the

required ownership of shares by the person or group;

c. A statement that the person or group does not have knowledge that the

candidacy or, if elected, board membership of any of its nominees would violate

controlling state or federal law or rules other than rules regarding director

independence of a national securities exchange or national securities association

applicable to the corporation;

d. The information regarding each nominee that is required to be included in the

corporation's proxy statement by the rules and regulations adopted by the

commission under the Exchange Act;

e. A statement from each nominee that the nominee consents to be named in the

corporation's proxy statement and form of proxy and, if elected, to serve on the

board of directors of the corporation, for inclusion in the corporation's proxy

statement; and

f. The supporting statement permitted by subdivision a of subsection 1.

3. If the qualified shareholder does not own at least five percent of the outstanding

shares of the publicly traded corporation entitled to vote generally for the election of

directors on the date of the meeting, the qualified shareholder is not entitled to

nominate the candidates named in the notice provided under subsection 1.