N.D. Cent. Code § 10-33-74: Member action by ballot

1.Except as provided in subsection 5 and unless prohibited or limited by the articles or bylaws, an action that may be taken at a regular or special meeting of members may be taken without a meeting if the corporation mails or delivers a ballot to every member entitled to vote on the matter.

2.A ballot must set forth each proposed action and provide an opportunity to vote for or against each proposed action.

3.Approval by ballot under this section is valid only if:

a.The number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action; and

b.The number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

4.Solicitations for votes by ballot must:

a.Indicate the number of responses needed to meet the quorum requirements;

b.State the percentage of approvals necessary to approve each matter other than election of directors; and

c.Specify the time by which a ballot must be received by the corporation in order to be counted.

5.Except as otherwise provided in the articles or bylaws, a ballot may not be revoked.

6.With respect to a ballot by electronic communication:

a.A corporation may deliver a ballot by electronic communication only if the corporation complies with subsection 4 of section 10-33-68 as if the ballot were a notice.

b.Consent by a member to receive notice by electronic communication in a certain manner constitutes consent to receive a ballot by electronic communication in the same manner.