§ 10-35-14 — Shareholder proposals of business at a regular meeting

North Dakota § 10-35-14

• Jurisdiction: North Dakota
• Title 10: Corporations
• Ch. 10-35: Publicly Traded Corporations

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1. A publicly traded corporation may not require a shareholder or beneficial owner to
provide notice of an intention to propose a matter for consideration or a vote at a
regular meeting of shareholders except as provided in a provision of the article or
bylaws that satisfies the requirements of this section.
2. A provision of the articles or bylaws requiring a shareholder or beneficial owner to
provide notice of an intention to propose a matter for consideration or a vote by the
shareholders 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 general nature of the business to be proposed.
3. Any deadline fixed by the articles or bylaws for submission by a shareholder or
beneficial owner of a notice of intention to propose a matter for consideration or a vote
by the shareholders 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 propose a matter for consideration or a vote by the
shareholders must provide a period of at least twenty days during which the
shareholder or beneficial owner may submit the notice to the publicly traded
corporation.
5. The adoption or amendment of a bylaw requiring advance notice of business to be
proposed by a shareholder or beneficial owner may not take effect in the one hundred
twenty-day period before the next regular meeting of shareholders, unless the
adoption or amendment of the bylaw has been approved by the shareholders.

6. This section does not apply to the proposal by a shareholder or beneficial owner of an
amendment of the articles of a publicly traded corporation.