10-33-01. Definitions.
5. “Ballot” means a written ballot or a ballot transmitted by electronic communication.
10-33-74. Member action by ballot.
1. Except as provided in subsection 5 and unless prohibited or limited by the articles or
bylaws, an action that may be taken at a regular or special meeting of members may
be taken without a meeting if the corporation mails or delivers a ballot to every
member entitled to vote on the matter.
2. A ballot must set forth each proposed action and provide an opportunity to vote for or
against each proposed action.
3. Approval by ballot under this section is valid only if:
a. The number of votes cast by ballot equals or exceeds the quorum required to be
present at a meeting authorizing the action; and
b. The number of approvals equals or exceeds the number of votes that would be
required to approve the matter at a meeting at which the total number of votes
cast was the same as the number of votes cast by ballot.
4. Solicitations for votes by ballot must:
a. Indicate the number of responses needed to meet the quorum requirements;
b. State the percentage of approvals necessary to approve each matter other than
election of directors; and
c. Specify the time by which a ballot must be received by the corporation in order to
be counted.
5. Except as otherwise provided in the articles or bylaws, a ballot may not be revoked.
6. With respect to a ballot by electronic communication:
a. A corporation may deliver a ballot by electronic communication only if the
corporation complies with subsection 4 of section 10-33-68 as if the ballot were a
notice.
b. Consent by a member to receive notice by electronic communication in a certain
manner constitutes consent to receive a ballot by electronic communication in the
same manner.
10-33-68. Notice of member meetings.
4. The notice:
a. In all cases when a specific minimum notice period has not been fixed by law,
must be given at least five days before the date of the meeting, or a shorter time
provided in the articles or bylaws, and not more than fifty days before the date of
the meeting;
b. Must contain the date, time, and place of the meeting;
c. Must inform members if proxies are permitted at the meeting and, if so, state the
procedure for appointing proxies;
d. Must contain a statement of the purpose of the meeting, in the case of a special
meeting;
e. Must contain any other information required by the articles or bylaws, this
chapter, or considered necessary or desirable by the board; and
f. May contain any other information considered necessary or desirable by the
person calling the meeting.
References:
http://www.legis.nd.gov/cencode/t10c33.pdf#nameddest=10-33-01
http://www.legis.nd.gov/cencode/t10c33.pdf#nameddest=10-33-68
http://www.legis.nd.gov/cencode/t10c33.pdf#nameddest=10-33-74