10-29 Lost Stock and Transfer Books - North Dakota Statutes

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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
names and addresses of the stockholders and the total number of shares issued and outstanding
are unknown, in whole or in part, or showing that the records of stock ownership of the
corporation are incomplete and that it is impossible or impracticable for the corporation to
function without a determination with respect thereto, the secretary of state shall authorize the
corporation to publish a notice to stockholders stating that on or before a date specified, which
shall not be less than six months from the date of the first publication of said notice, all
stockholders of the corporation shall register their shares with the corporation at an address
stated in said notice. If the secretary of the corporation is unable to act or if unknown or if the
corporation has no secretary, any other officer or director of the corporation, or if there is no
officer or director, any stockholder may execute and furnish such affidavit, in which case the
affidavit shall state that the secretary of the corporation is unable to act, or that the secretary is
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
certificates representing the shares of stock owned by such stockholder. The secretary of the
corporation, or any other officer or director thereof, shall register the name and address of the
stockholder, the number and class of shares held, and the certificate number of the stock
certificate upon a stock and transfer list. If the stockholder in whose name the stock was issued
is dead, the fiduciary or other person then entitled to the stock shall present in addition an
affidavit stating that the stockholder in whose name the stock was issued is dead and setting
forth facts to show that the fiduciary or other person is entitled to the stock. If the certificate is
lost or destroyed, the stockholder or other person entitled thereto may, in lieu of the stock
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
county in which the corporation has its principal office or place of business in the state, as set
forth in the charter, and a copy of the notice shall be sent by registered or certified mail to the
last-known address of all stockholders of record, if any, and all persons known or believed to be
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
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
the affidavit to the secretary of state, shall furnish the stock and transfer list prepared by the
person to the secretary of state, together with proof of publication and mailing of the notice
required by this chapter. Upon finding that the corporation has complied with this section, the
secretary of state shall certify a copy of the stock and transfer list to the corporation as the true
record of stock ownership on that date in all matters pertaining to the corporation. The stock and
transfer list so certified shall be deemed to be the true record of all outstanding stock and the
ownership thereof on the date of certification. As soon as possible after such certification, the
secretary of the corporation shall establish a new stock and transfer book containing the names
of those persons on the certified stock and transfer list. For all purposes of the corporation, the
stock outstanding and the ownership thereof shall be deemed to be as stated from time to time in
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
action brought for that purpose in any court of record of this state. Any judgment of any such
court shall not affect the validity or propriety of any action theretofore taken in good faith by the
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