§ 10-35-19 — Conduct and business of shareholder meetings

1. There must be a presiding officer at every meeting of the shareholders of a publicly
traded corporation. The presiding officer must be appointed in the manner provided in
the articles or bylaws or, in the absence of such a provision, by the board before the
meeting or by the shareholders at the meeting. If the articles or bylaws are silent on
the appointment of a presiding officer and the board and the shareholders fail to
designate a presiding officer, the president is the presiding officer.
2. Except as otherwise provided in the articles or bylaws or, in the absence of such a
provision, by the board before the meeting, the presiding officer determines the order
of business and has the authority to establish rules for the conduct of the meeting.
3. The order of business and rules for the conduct of a meeting and any action by the
presiding officer must:
a. Be reasonable;
b. Be fair to all of the shareholders; and
c. May not favor or disadvantage the proponent of any action to be taken at the
meeting.
4. The presiding officer may announce at the meeting when the polls close for each
matter voted upon. If no announcement is made, the polls close upon the final
adjournment of the meeting, except as provided in subsection 1 of section 10-35-09.
After the polls close, ballots, proxies, and votes may not be accepted, and changes
and revocations of ballots, proxies, or votes may not be made.