North Dakota Code 10-33-68 – Notice of member meetings
1. Except as otherwise provided in this chapter, notice of meetings of members must be given to every voting member as of the record date determined under section 10-33-69 unless:
Terms Used In North Dakota Code 10-33-68
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Person: means an individual, organization, government, political subdivision, or government agency or instrumentality. See North Dakota Code 1-01-49
- State: when applied to the different parts of the United States, includes the District of Columbia and the territories. See North Dakota Code 1-01-49
- written: include "typewriting" and "typewritten" and "printing" and "printed" except in the case of signatures and when the words are used by way of contrast to typewriting and printing. See North Dakota Code 1-01-37
a. The meeting is an adjourned meeting and the date, time, and place of the meeting were announced at the time of adjournment, notice is not required unless a new record date for the adjourned meeting is or must be fixed under section 10-33-69; or
b. Two consecutive annual meeting notices and notices of any special meetings held during the period between the two annual meetings have been mailed to the member by first-class mail and returned undeliverable.
2. An action or meeting that is taken or held without notice under subdivision b of subsection 1 has the same force and effect as if notice was given. If the member delivers a written notice of the member’s current address to the corporation, the notice requirement is reinstated.
3. If notice of an adjourned meeting is required under subdivision a of subsection 1, the date for determination of members entitled to notice and entitled to vote at the adjourned meeting must comply with subsection 1 of section 10-33-69, except that if the date of the meeting is set by court order, the court may provide the original date of determination will continue in effect or fix a new date.
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.
5. A member may waive notice of a meeting of members.
a. A waiver of notice by a member entitled to notice is effective: (1) Whether given before, at, or after the meeting; and
(2) Whether given in writing, orally, or by attendance.
b. Attendance by a member at a meeting is a waiver of notice of that meeting, unless the member:
(1) Objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened; or
(2) Objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of the item at that meeting.