In North Dakota, a Proxy statement for stockholder action by written consent is a crucial document that outlines the procedures and guidelines for stockholders of ALC Communications Corporation to take action through written consent, instead of a formal meeting. This statement provides transparency and ensures that stockholders have the necessary information to make informed decisions regarding corporate matters. North Dakota Proxy statement for stockholder action by written consent — ALC Communications Corporation includes the following key elements: 1. Purpose: This section of the statement clarifies the intention of the document, which is to enable stockholders to exercise their rights and take action through written consent. 2. Stockholder Eligibility: It defines the eligibility criteria for stockholders who are entitled to participate in the written consent process. These criteria may include minimum ownership thresholds or specific dates for stock ownership. 3. Stockholder Information: This part entails detailed information about the stockholders, such as their names, contact details, number of shares owned, and voting power. It acts as a comprehensive directory for the communication and validation of stockholder consent. 4. Matters Requiring Consent: This section lists the specific matters that require stockholder consent. Examples may include changes to the corporation's articles of incorporation, mergers or acquisitions, changes in the board of directors, or amendments to the bylaws. 5. Voting and Consent Procedures: Here, the statement explains the voting and consent procedures for stockholders. It outlines the necessary steps to cast a valid vote or consent, including deadlines, submission methods (such as mail or electronic means), and validation processes. 6. Information Provided to Stockholders: This part ensures transparency by specifying the type and extent of information that should be disclosed to stockholders before they make their consent decisions. This may include financial statements, proposals, reports, or any other information relevant to the matters being voted upon. 7. Record-Keeping and Validity: This section highlights the importance of maintaining accurate records of stockholder consents and votes. It outlines the responsibilities of the corporation in properly documenting and retaining these records to ensure validity and compliance with state regulations. Some possible variations or types of North Dakota Proxy statements for stockholder action by written consent may include: 1. Regular Proxy Statement: This statement is issued for routine matters that require stockholder consent, such as the appointment of auditors or minor amendments to the bylaws. 2. Special Proxy Statement: This type of statement is utilized for significant corporate decisions that may have a substantial impact on the business. Examples might include mergers, acquisitions, or dissolution of the corporation. 3. Emergency Proxy Statement: In critical situations where immediate stockholder action is required, an emergency proxy statement may be issued. This facilitates timely decision-making in response to unforeseen circumstances or urgent matters. By providing a clear and comprehensive North Dakota Proxy statement for stockholder action by written consent — ALC Communications Corporation, stockholders can exercise their rights effectively, ensuring their voices are heard in the decision-making process.