10-3160. Judicial relief
A. If for any reason it is impractical or impossible for any corporation to call or
conduct a meeting of its members, delegates or directors, or otherwise obtain their
consent, in the manner prescribed by its articles of incorporation, bylaws, or chapters
24 through 40 of this title, on petition of a director, officer, delegate or member, the
court may order that such a meeting be called or that a written ballot or other form of
obtaining the vote of members, delegates or directors be authorized, in such a manner as
the court finds fair and equitable under the circumstances.
B. The court, in an order issued pursuant to this section, shall provide for a
method of notice reasonably designed to give actual notice to all persons who would be
entitled to notice of a meeting held pursuant to the articles of incorporation, bylaws
and chapters 24 through 40 of this title, whether or not the method results in actual
notice to all such persons or conforms to the notice requirements that would otherwise
apply. In a proceeding under this section the court may determine who the members or
directors are.
C. The order issued pursuant to this section may dispense with any requirement
relating to the holding of or voting at meetings or obtaining votes, including any
requirement as to quorums or as to the number or percentage of votes needed for approval,
than would otherwise be imposed by the articles of incorporation, bylaws, or chapters 24
through 40 of this title.
D. If practical, any order issued pursuant to this section shall limit the subject
matter of meetings or other forms of consent authorized to items, including amendments to
the articles of incorporation or bylaws, the resolution of which will or may enable the
corporation to continue managing its affairs without being subject to this section.
E. Notwithstanding subsection D, an order under this section may also authorize the
obtaining of the votes and approvals that are necessary for the dissolution, merger or
sale of assets.
F. Any meeting or other method of obtaining the vote of members, delegates or
directors conducted pursuant to an order issued under this section, and that complies
with all the provisions of that order, is a valid meeting or vote and shall have the same
force and effect as if it complied with every requirement imposed by the articles of
incorporation, bylaws and chapters 24 through 40 of this title.
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