23B.07.035 - Inspectors to act at meetings -- Appointment -- Duties -- Certain corporations.

Inspectors to act at meetings — Appointment — Duties — Certain corporations.

(1) A corporation having any shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association shall, and any other corporation may, appoint one or more inspectors to act at a meeting of shareholders and make a written report of the inspectors' determinations. Each inspector shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of the inspector's ability.

     (2) The inspectors shall:

     (a) Ascertain the number of shares outstanding and the voting power of each;

     (b) Determine the shares represented at a meeting;

     (c) Determine the validity of proxies and ballots;

     (d) Count all votes; and

     (e) Determine the result.

     (3) An inspector may be an officer or employee of the corporation.

     (4) If no challenge of a determination by the inspectors is timely made, such determination is conclusive. Challenge of any determination by the inspectors may be made in a court of competent jurisdiction.

[2007 c 467 § 6.]