21-1953. Court-ordered meeting.

328 words·~1 min read·/ne/chapter-21/21-1953

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(a)The district court of the county where a corporation's principal office (or, if none in this state, its registered office) is located may summarily order a meeting to be held:

(1)On application of any member or other person entitled to participate in an annual or regular meeting, and in the case of a public benefit corporation, the Attorney General, if an annual meeting was not held within the earlier of six months after the end of the corporation's fiscal year or fifteen months after its last annual meeting; or

(2)On application of any member or other person entitled to participate in a regular meeting, and in the case of a public benefit corporation, the Attorney General, if a regular meeting is not held within forty days after the date it was required to be held; or

(3)On application of a member who signed a demand for a special meeting valid under section 21-1952 , a person or persons entitled to call a special meeting, and, in the case of a public benefit corporation, the Attorney General, if:

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

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

(b)The district court may fix the time and place of the meeting, specify a record date for determining members entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, 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 enter other orders necessary to accomplish the purpose or purposes of the meeting.

(c)If the district court orders a meeting, it may also order the corporation to pay the member's costs (including reasonable counsel fees) incurred to obtain the order.