N.D. Cent. Code § 10-35-09

10-35-09. Election of directors

1. After a quorum is established at a meeting of the shareholders of a publicly traded

corporation at which directors are to be elected, the polls must be opened for the

election of directors before the meeting may be recessed or adjourned. If the polls

have not been previously closed, the polls close for the election of directors upon the

first recess or adjournment of the meeting.

2. Except as provided in subsection 3, if the articles of a publicly traded corporation

provide that the shareholders do not have the right to cumulate their votes in an

election of directors:

a. Each share in the corporation entitled to vote on the election of directors shall be

entitled to vote noncumulatively for or against, or to abstain with respect to, each

candidate for election.

b. To be elected, a candidate must receive the affirmative vote of at least a majority

of the votes cast for or against the candidate's election.

c. An individual who is not elected under subdivision b may not be appointed by the

board of directors to fill a vacancy on the board at any time thereafter unless the

individual is subsequently elected as a director by the shareholders.

d. If a director who was a candidate for re-election is not elected under

subdivision b, the director may continue to serve under subdivision b of

subsection 1 of section 10-19.1-35 for not longer than ninety days after the date

of the first public announcement of the results of the election.

e. If no directors are elected under subdivision b, the current directors continue to

serve under subdivision b of subsection 1 of section 10-19.1-35, and another

meeting of the shareholders for the election of directors must be held not later

than eighty-nine days after the date of the first public announcement of the results

of the election.

3. Subsection 2 does not apply to an election of directors by a voting group if there are

more candidates for election by the voting group than the number of directors to be

elected by the voting group and one or more of the candidates has been properly

nominated by the shareholders. An individual is not counted as a candidate for election

under this subsection if the board of directors reasonably determines before the notice

of meeting is given that the individual's candidacy does not create a bona fide election

contest. The determination of the number of candidates for purposes of this subsection

shall be made as of:

a. The expiration of the time fixed by the articles or bylaws for advance notice by a

shareholder of an intention to nominate directors; or

b. Absent such a provision at a time publicly announced by the board of directors

which is not more than fourteen days before notice is given of the meeting at

which the election is to occur.

4. A publicly traded corporation may not compensate an individual, directly or indirectly,

as a result of the fact, in whole or in part, that the individual is not elected or re-elected

as a director, and without regard to whether the compensation would be paid to the

individual as a director or officer or on any other basis.

5. The shareholders of a publicly traded corporation may act by consent in a record to

elect directors, but the consent will be in lieu of a regular meeting of shareholders only

if:

a. The shareholders are not entitled to vote cumulatively for the election of directors;

b. The election by consent takes effect within the one hundred twenty-day period

before the anniversary of the most recent regular meeting; and

c. The full board is elected by the consent.