N.D. Cent. Code § 10-35-12

10-35-12. Regular meeting of shareholders

1. Unless directors are elected by consent in lieu of a regular meeting as provided in

subsection 5 of section 10-35-09, a publicly traded corporation must hold a meeting of

shareholders annually for the election of directors and the conduct of such other

business as may be properly brought before the meeting by the board or the

shareholders.

2. The articles or bylaws of a publicly traded corporation must state the latest date in

each calendar year by which the regular meeting of shareholders must be held. The

date so fixed by the articles or bylaws may not be later than one hundred eighty days

after the end of the prior fiscal year of the corporation.

3. Any shareholder of a publicly traded corporation may demand a regular meeting of

shareholders under subsection 2 of section 10-19.1-71 or apply for an order of court

directing the holding of a regular meeting of shareholders under section 10-19.1-72.1,

in each case without regard to the percentage of the voting power held by the

shareholder.

4. An amendment of the bylaws of a publicly traded corporation that changes the latest

date by which the regular meeting of shareholders must be held may not take effect

until after the regular meeting has been held for the year during which the amendment

is adopted, unless the amendment has been approved by the shareholders.

5. The committee of the board of a publicly traded corporation that has authority to set

the compensation of executive officers must report to the shareholders at each regular

meeting of shareholders on the compensation of the corporation's executive officers.

The shareholders that are entitled to vote for the election of directors shall also be

entitled to vote on an advisory basis on whether they accept the report of the

committee.