§ 10-35-12 — Regular meeting of shareholders

1. Unless directors are elected by consent in lieu of a regular meeting as provided in
subsection 5 of section 10-35-09, a publicly traded corporation must hold a meeting of
shareholders annually for the election of directors and the conduct of such other
business as may be properly brought before the meeting by the board or the
shareholders.
2. The articles or bylaws of a publicly traded corporation must state the latest date in
each calendar year by which the regular meeting of shareholders must be held. The
date so fixed by the articles or bylaws may not be later than one hundred eighty days
after the end of the prior fiscal year of the corporation.
3. Any shareholder of a publicly traded corporation may demand a regular meeting of
shareholders under subsection 2 of section 10-19.1-71 or apply for an order of court
directing the holding of a regular meeting of shareholders under section 10-19.1-72.1,

in each case without regard to the percentage of the voting power held by the
shareholder.
4. An amendment of the bylaws of a publicly traded corporation that changes the latest
date by which the regular meeting of shareholders must be held may not take effect
until after the regular meeting has been held for the year during which the amendment
is adopted, unless the amendment has been approved by the shareholders.
5. The committee of the board of a publicly traded corporation that has authority to set
the compensation of executive officers must report to the shareholders at each regular
meeting of shareholders on the compensation of the corporation's executive officers.
The shareholders that are entitled to vote for the election of directors shall also be
entitled to vote on an advisory basis on whether they accept the report of the
committee.