§ 10-33-65 — Annual meetings of voting members

North Dakota § 10-33-65

• Jurisdiction: North Dakota
• Title 10: Corporations
• Ch. 10-33: Nonprofit Corporations

Text

1. Unless the articles or bylaws provide otherwise, a corporation with voting members
shall hold at least an annual meeting of voting members.
2. If an annual meeting of voting members has not been held during the preceding fifteen
months, at least fifty members with voting rights or ten percent of the members with
voting rights, whichever is less, may demand an annual meeting of members by
written notice of demand given to the president or the secretary of the corporation.
Within thirty days after receipt of the demand, the board shall cause a meeting of
members to be called and held at the expense of the corporation on notice no later
than ninety days after receipt of the demand. If the board fails to cause a meeting to
be called and held as required by this subsection, the members with voting rights
making the demand may call the meeting at the expense of the corporation by giving
notice as required by section 10-33-68.
3. An annual meeting of members must be held at the time and place stated in or fixed in
accordance with the articles or bylaws. If a place is not stated or if a demand for a
meeting is made under subsection 2, the meeting must be held in the county where
the principal executive office of the corporation is located. To the extent authorized in
the articles or bylaws, the board may determine that an annual meeting of the
members shall be held solely by means of remote communication in accordance with
subsection 2 of section 10-33-75.
4. At an annual meeting of members:
a. There must be an election of successors for directors elected by members and
whose terms have expired or whose terms expire at an annual meeting;
b. There must be a report on the activities and financial condition of the corporation;
and
c. The members shall consider and act upon other matters as may be raised
consistent with the notice of meeting requirements.
5. The failure to hold a meeting in accordance with the articles or bylaws does not affect
the validity of a corporate action.