§ 17-19-160 — Judicial relief

(a) If for any reason it is impractical or impossible for
any corporation to call or conduct a meeting of its members,
delegates or directors, or otherwise obtain their consent, in
the manner prescribed by its articles, bylaws or this act, then
upon petition of a director, officer, delegate, member or the
attorney general, the district court of the county where the
corporation's principal office is located in the state or, if
the corporation does not have a principal office in this state,
of the county where its registered office is located, may order
that such a meeting be called or that a written ballot or other
form of obtaining the vote of members, delegates or directors be
authorized, in such a manner as the court finds fair and
equitable under the circumstances.
(b) The court shall, in an order issued pursuant to this
section, provide for a method of notice reasonably designed to
give actual notice to all persons who would be entitled to
notice of a meeting held pursuant to the articles, bylaws and
this act, whether or not the method results in actual notice to
all such persons or conforms to the notice requirements that
would otherwise apply. In a proceeding under this section the
court may determine who the members or directors are.
(c) The order issued pursuant to this section may dispense
with any requirement relating to the holding of or voting at
meetings or obtaining votes, including any requirement as to
quorums or as to the number or percentage of votes needed for
approval, that would otherwise be imposed by the articles,
bylaws or this act.
(d) Whenever practical any order issued pursuant to this
section shall limit the subject matter of meetings or other
forms of consent authorized to items, including amendments to
the articles or bylaws, the resolution of which will or may
enable the corporation to continue managing its affairs without
further resort to this section; provided, however, that an order
under this section may also authorize the obtaining of whatever
votes and approvals are necessary for the dissolution, merger,
consolidation or sale of assets.
(e) Any meeting or other method of obtaining the vote of
members, delegates or directors conducted pursuant to an order
issued under this section, and that complies with all the
provisions of such order, is for all purposes a valid meeting or
vote, as the case may be, and shall have the same force and
effect as if it complied with every requirement imposed by the
articles, bylaws and this act.
G. Attorney General