N.D. Cent. Code § 10-33-67: Court-ordered meeting of voting members

1.The district court of the county where the principal executive office of a corporation is located may order a meeting to be held:

a.If a meeting was not held within the earlier of six months after the fiscal yearend of the corporation or fifteen months after its last meeting:

(1)On application of at least fifty members with voting rights or ten percent of the members with voting rights, whichever is less; or

(2)On application of another person entitled to participate in the annual meeting; or

b.On application of a voting member who signed a demand for a special meeting valid under section 10-33-66 or a person entitled to call a special meeting if:

(1)Notice of the special meeting was not given within thirty days after the date the demand was delivered to a corporate officer; or

(2)The special meeting was not held in accordance with the notice.

2.The court may:

a.Fix the time and place of the meeting;

b.Specify a record date for determining members entitled to notice of and to vote at the meeting;

c.Prescribe the form and content of the meeting notice;

d.Fix the quorum required for specific matters to be considered at the meeting, or direct that the votes represented at the meeting constitute a quorum for action on those matters; and

e.Enter other orders necessary to accomplish the purposes of the meeting.

3.If the court orders a meeting, it may also order the corporation to pay the costs of the member, including reasonable attorney's fees incurred to obtain the order.