10-29 Lost Stock and Transfer Books
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<![CDATA[CHAPTER 10-29LOST STOCK AND TRANSFER BOOKS10-29-01. Stock and transfer books - Affidavit - Notice. Upon an affidavit made bythe secretary of the corporation that the stock and transfer book has been lost and that the<br>names and addresses of the stockholders and the total number of shares issued and outstanding<br>are unknown, in whole or in part, or showing that the records of stock ownership of the<br>corporation are incomplete and that it is impossible or impracticable for the corporation to<br>function without a determination with respect thereto, the secretary of state shall authorize the<br>corporation to publish a notice to stockholders stating that on or before a date specified, which<br>shall not be less than six months from the date of the first publication of said notice, all<br>stockholders of the corporation shall register their shares with the corporation at an address<br>stated in said notice. If the secretary of the corporation is unable to act or if unknown or if the<br>corporation has no secretary, any other officer or director of the corporation, or if there is no<br>officer or director, any stockholder may execute and furnish such affidavit, in which case the<br>affidavit shall state that the secretary of the corporation is unable to act, or that the secretary is<br>unknown, or that the corporation has no secretary.10-29-02. Registration of stock. For the purposes of this chapter, a stockholder shallregister the stockholder's shares by presenting to the corporation at the address stated the stock<br>certificates representing the shares of stock owned by such stockholder. The secretary of the<br>corporation, or any other officer or director thereof, shall register the name and address of the<br>stockholder, the number and class of shares held, and the certificate number of the stock<br>certificate upon a stock and transfer list. If the stockholder in whose name the stock was issued<br>is dead, the fiduciary or other person then entitled to the stock shall present in addition an<br>affidavit stating that the stockholder in whose name the stock was issued is dead and setting<br>forth facts to show that the fiduciary or other person is entitled to the stock. If the certificate is<br>lost or destroyed, the stockholder or other person entitled thereto may, in lieu of the stock<br>certificate, present proof of such loss or destruction and of the person's rights of ownership.10-29-03.Notice for registration of stock.The notice to stockholders shall bepublished once a week for four successive weeks in a newspaper of general circulation in the<br>county in which the corporation has its principal office or place of business in the state, as set<br>forth in the charter, and a copy of the notice shall be sent by registered or certified mail to the<br>last-known address of all stockholders of record, if any, and all persons known or believed to be<br>stockholders.The notice shall state that, after the time specified for registering shares hasexpired, the corporation will recognize as shareholders only those persons who have registered<br>their shares in accordance with this section.10-29-04. Stock and transfer list - Certification. At the expiration of the time fixed insaid notice, the secretary of the corporation, or any other officer or director authorized to make<br>the affidavit to the secretary of state, shall furnish the stock and transfer list prepared by the<br>person to the secretary of state, together with proof of publication and mailing of the notice<br>required by this chapter. Upon finding that the corporation has complied with this section, the<br>secretary of state shall certify a copy of the stock and transfer list to the corporation as the true<br>record of stock ownership on that date in all matters pertaining to the corporation. The stock and<br>transfer list so certified shall be deemed to be the true record of all outstanding stock and the<br>ownership thereof on the date of certification. As soon as possible after such certification, the<br>secretary of the corporation shall establish a new stock and transfer book containing the names<br>of those persons on the certified stock and transfer list. For all purposes of the corporation, the<br>stock outstanding and the ownership thereof shall be deemed to be as stated from time to time in<br>the new stock and transfer book.10-29-05. Stockholder's action. Nothing herein contained shall be construed to preventany stockholder from proving the stockholder's right to the ownership of shares of stock in an<br>action brought for that purpose in any court of record of this state. Any judgment of any such<br>court shall not affect the validity or propriety of any action theretofore taken in good faith by the<br>corporation on the basis of the new stock and transfer book at the time of such action.Page No. 1Document Outlinechapter 10-29 lost stock and transfer books]]>