§ 10-35-07 — Nomination of directors

1. A publicly traded corporation may not require a shareholder or beneficial owner of
shares to provide notice of an intention to nominate a candidate for election as a
director except as provided in a provision of the articles or bylaws that satisfies the
requirements of this section.
2. A provision of the articles or bylaws of a publicly traded corporation requiring a
shareholder or beneficial owner to provide notice of an intention to nominate a
candidate for election as a director may not require the notice to include more than:
a. The name of the shareholder or beneficial owner;
b. A statement that the shareholder or beneficial owner is the beneficial owner of
one or more shares in the corporation and reasonable evidence of that
ownership; and
c. The number of candidates the shareholder or beneficial owner intends to
nominate.
3. Any deadline fixed by the articles or bylaws for submission by a shareholder or
beneficial owner of a notice of intention to nominate a candidate for election as a
director may not be earlier than:
a. In the case of a meeting held within five business days before or after the
anniversary of the previous year's regular meeting, ninety days before the
anniversary date of the prior regular meeting; or
b. In the case of a meeting not held within five business days before or after the
anniversary of the previous year's regular meeting ninety days before the date of
the meeting.
4. A provision of the articles or bylaws requiring a shareholder or beneficial owner to
provide notice of an intention to nominate a candidate for election as a director must
provide a period of at least twenty days during which the shareholder or beneficial
owner may submit the notice to the public corporation.
5. The adoption or amendment of a bylaw requiring advance notice of nominations may
not take effect in the one hundred twenty-day period before the next meeting of
shareholders, unless the adoption or amendment of the bylaw has been approved by
the shareholders.