§ 10-33-68 — Notice of member meetings

North Dakota § 10-33-68

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

Text

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:

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.