13-C §731. Inspectors of election
§731. Inspectors of election 1. Appointment of inspector. A public corporation shall, and any other corporation may, appoint one or more inspectors to act at a meeting of shareholders in connection with determining voting results. Each inspector shall certify in writing that the inspector will faithfully execute the duties of inspector with strict impartiality and […]
13-C §732. Judicial determination of corporate offices and review of elections and shareholder votes
§732. Judicial determination of corporate offices and review of elections and shareholder votes 1. Judicial determinations authorized. Upon application of or in a proceeding commenced by a person specified in subsection 2, the Superior Court of the county where a corporation’s principal office or, if none in this State, its registered office, is located may […]
13-C §741. Voting trusts
§741. Voting trusts 1. Creation of voting trust. One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust, which may include anything consistent with its purpose, and transferring their shares to the […]
13-C §742. Voting agreements
§742. Voting agreements 1. Creation of voting agreement. Two or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to the provisions of section 741. [PL 2001, c. 640, Pt. A, §2 […]
13-C §743. Shareholder agreements
§743. Shareholder agreements 1. Shareholder agreement effective despite inconsistency with Act. An agreement among the shareholders of a corporation that complies with this section is effective among the shareholders and the corporation even though it is inconsistent with one or more other provisions of this Act in that it: A. Eliminates the board of […]
13-C §751. Definitions
§751. Definitions As used in this subchapter, unless the context otherwise indicates, the following terms have the following meanings. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 1. Derivative proceeding. “Derivative proceeding” means a civil suit in the right of a domestic corporation or, to the […]
13-C §752. Standing
§752. Standing A shareholder may not commence or maintain a derivative proceeding unless the shareholder: [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 1. Shareholder at time of act or omission. Was a shareholder of the corporation at the time of the act or omission complained […]
13-C §753. Demand
§753. Demand A shareholder may not commence a derivative proceeding until: [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 1. Written demand. A written demand has been made upon the corporation to take suitable action; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL […]
13-C §754. Stay of proceedings
§754. Stay of proceedings If the corporation commences an inquiry into the allegations made in the complaint or demand under section 753, the court may stay any derivative proceeding for such period as the court considers appropriate. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] SECTION […]
13-C §755. Dismissal
§755. Dismissal 1. Dismissal of proceeding. The court, on motion by the corporation, shall dismiss a derivative proceeding if one of the groups specified in paragraphs A to C determines, in good faith, after conducting a reasonable inquiry upon which its conclusions are based, that the maintenance of the derivative proceeding is not in the […]