[§414D-17]  Judicial relief.  (a)  Iffor any reason it is impractical or impossible for any corporation to call orconduct a meeting of its members, delegates, or directors, or otherwise obtaintheir consent, in the manner prescribed by its articles, bylaws, or thischapter, then upon petition of a director, officer, delegate, or member, thecourt may order that such a meeting be called or that a written ballot or otherform 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 tothis section, shall provide for a method of notice reasonably designed to giveactual notice to all persons who would be entitled to notice of a meeting heldpursuant to the articles, bylaws, and this chapter, whether or not the methodresults in actual notice to all such persons or conforms to the noticerequirements 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 sectionmay dispense with any requirement relating to the holding of or voting atmeetings or obtaining votes, including any requirement as to quorums or as tothe number or percentage of votes needed for approval, that would otherwise beimposed by the articles, bylaws, or this chapter.

(d)  Whenever practical, any order issuedpursuant to this section shall limit the subject matter of meetings or otherforms of consent authorized to items, including amendments to the articles orbylaws, the resolution of which will or may enable the corporation to continuemanaging its affairs without further resort to this section; provided an orderunder this section may also authorize the obtaining of whatever votes andapprovals are necessary for the dissolution, merger, or sale of assets.

(e)  Any meeting or other method of obtainingthe vote of members, delegates, or directors conducted pursuant to an orderissued under this section, and that complies with all the provisions of suchorder, is for all purposes a valid meeting or vote, as the case may be, andshall have the same force and effect as if it complied with every requirementimposed by the articles, bylaws, and this chapter. [L 2001, c 105, pt of §1]