shareholder votes.
1.Upon application of or in a proceeding commenced by a person specified in subsection
2, the district court of the county where the corporation’s principal office or, if none in this
state, its registered office is located may determine all of the following:
a.The result or validity of the election, appointment, removal, or resignation of a director
or officer of the corporation.
b.The right of an individual to hold the office of director or officer of the corporation.
c.The result or validity of any vote by the shareholders of the corporation.
d.The right of a director to membership on a committee of the board of directors.
e.The right of a person to nominate or an individual to be nominated as a candidate for
election or appointment as a director of the corporat
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shareholder votes.
1. Upon application of or in a proceeding commenced by a person specified in subsection
2, the district court of the county where the corporation’s principal office or, if none in this
state, its registered office is located may determine all of the following:
a. The result or validity of the election, appointment, removal, or resignation of a director
or officer of the corporation.
b. The right of an individual to hold the office of director or officer of the corporation.
c. The result or validity of any vote by the shareholders of the corporation.
d. The right of a director to membership on a committee of the board of directors.
e. The right of a person to nominate or an individual to be nominated as a candidate for
election or appointment as a director of the corporation, and any right under a bylaw adopted
pursuant to section 490.206, subsection 3, or any comparable right under any provision of the
articles of incorporation, contract, or applicable law.
2. An application or proceeding pursuant to subsection 1 may be filed or commenced by
any of the following persons:
a. The corporation.
b. Any record shareholder, beneficial shareholder, or unrestricted voting trust beneficial
owner of the corporation.
c. A director of the corporation, an individual claiming the office of director, or a director
whose membership on a committee of the board of directors is contested, in each case who
is seeking a determination of a right to such office or membership.
d. An officer of the corporation or an individual claiming to be an officer of the
corporation, in each case who is seeking a determination of a right to such office.
e. A person claiming a right covered by subsection 1, paragraph “e”, and who is seeking
a determination of such right.
3. In connection with any application or proceeding under subsection 1, the following
shall be named as defendants, unless such person made the application or commenced the
proceeding:
a. The corporation.
b. Any individual whose right to office or membership on a committee of the board of
directors is contested.
c. Any individual claiming the office or membership at issue.
d. Any person claiming a right covered by subsection 1, paragraph “e”, that is at issue.
4. Inconnectionwithanyapplicationorproceedingundersubsection1, serviceofprocess
may be made upon each of the persons specified in subsection 3, by any of the following:
a. Serviceofprocessonthecorporationaddressedtosuchpersoninanymannerprovided
by statute of this state or by rule of the applicable court for service on the corporation.
b. Service of process on the person in any manner provided by statute of this state or by
rule of the applicable court.
5. When service of process is made upon a person other than the corporation by
service upon the corporation pursuant to subsection 4, paragraph “a”, the plaintiff and the
corporation or its registered agent shall promptly provide written notice of such service,
together with copies of all process and the application or complaint, to the person at the
person’s last known residence or business address, or as permitted by statute of this state or
by rule of the applicable court.
6. In connection with any application or proceeding under subsection 1, the court shall
dispose of the application or proceeding on an expedited basis and also may do any of the
following:
a. Order such additional or further notice as the court deems proper under the
circumstances.
b. Order that additional persons be joined as parties to the proceeding if the court
determines that such joinder is necessary for a just adjudication of matters before the court.
c. Order an election or meeting be held in accordance with the provisions of section
490.703, subsection 2, or otherwise.
d. Appoint a master to conduct an election or meeting.
e. Enter temporary, preliminary, or permanent injunctive relief.
f. Resolve solely for the purpose of this proceeding any legal or factual issues necessary
fortheresolutionofanyofthemattersspecifiedinsubsection1,includingtherightandpower
of persons claiming to own shares to vote at any meeting of the shareholders.
g. Order such other relief as the court determines is equitable, just, and proper.
7. Itisnotnecessarytomakeshareholdersapartytoaproceedingorapplicationpursuant
to this section unless the shareholder is a required defendant under subsection 3, paragraph
“d”, relief is sought against the shareholder individually, or the court orders joinder pursuant
to subsection 6, paragraph “b”.
8. Nothing in this section limits, restricts, or abolishes the subject matter jurisdiction or
powers of the court as existed before January 1, 2022, and an application or proceeding
pursuant to this section is not the exclusive remedy or proceeding available with respect to
the matters specified in subsection 1.