[§414D-17]  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, bylaws, or this
chapter, then upon 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, bylaws, and this chapter, 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, that would otherwise be
imposed by the articles, bylaws, or this chapter.



(d)  Whenever 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 or
bylaws, the resolution of which will or may enable the corporation to continue
managing its affairs without further resort to this section; provided an order
under this section may also authorize the obtaining of whatever votes and
approvals are necessary for the dissolution, merger, or sale of assets.



(e)  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 such
order, is for all purposes a valid meeting or vote, as the case may be, and
shall have the same force and effect as if it complied with every requirement
imposed by the articles, bylaws, and this chapter. [L 2001, c 105, pt of §1]