N.D. Cent. Code § 10-15-44 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-44
10-15-44. Conversion of corporation
Status: in_force

10-15-44. Conversion of corporation

A corporation may convert itself into a cooperative by adopting an amendment to its articles

by which it elects to become subject to this chapter, together with changes in its articles required

by this chapter and other desirable changes permitted by this chapter. Such amendment shall

be adopted and filed in the manner provided by the law then applicable to the corporation.
N.D. Cent. Code § 10-15-22 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-22
10-15-22. Stock subscriptions - Liability
Status: in_force

10-15-22. Stock subscriptions - Liability

A subscription for stock of a cooperative is irrevocable for six months unless otherwise

provided by the subscription agreement or unless all subscribers consent to the revocation.

A stockholder or subscriber is under no obligation to any person with respect to the

stockholder's or subscriber's stock or subscription other than the obligation to pay to the

cooperative the full consideration for which such stock was to be issued.
N.D. Cent. Code § 10-31-08 — ND Code / Title 10 / Chapter 10-31 / Section 10-31-08
10-31-08. Professional services through officers, managers, employees, agents
Status: in_force

10-31-08. Professional services through officers, managers, employees, agents

No organization created under this chapter may render professional services except

through its executives, employees, and agents who are licensed to render professional services

in this state. In this section, the term "employee" does not include a clerk, secretary,

bookkeeper, nurse, technician, or assistant, who is not usually and ordinarily considered by

custom and practice to be rendering professional services to the public for which a license or

other legal authorization is required in connection with the profession practiced by a particular

professional organization.
N.D. Cent. Code § 10-19.1-102 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-102
10-19.1-102. Effective date of merger or exchange - Effect
Status: in_force

10-19.1-102. Effective date of merger or exchange - Effect

1. A merger is effective when the articles of merger are filed with the secretary of state or

on a later date specified in the articles of merger. An exchange is effective on the date

specified in the plan of exchange.

2. When a merger becomes effective:

a. The constituent organizations become a single entity, the surviving organization.

b. The separate existence of all constituent organizations except the surviving

organization ceases.

c. As to any corporation that was a constituent organization and is not the surviving

constituent organization, the articles of merger serve as articles of termination,

and unless previously filed, the notice of dissolution.

d. The surviving organization has all the rights, privileges, immunities, and powers

and is subject to all of the duties and liabilities of the specified organization under

its governing statute.

e. The surviving organization possesses all the rights, privileges, immunities, and

franchises, of a public as well as of a private nature, of each of the constituent

organizations.

(1) All property and all debts due on any account, including subscriptions to

ownership interests and all other choses in action, and every other interest

of or belonging to or due to each of the constituent organizations vests in

the surviving organization without any further act or deed.

(2) Confirmatory deeds, assignments, or similar instruments to accomplish that

vesting may be signed and delivered at any time in the name of a

constituent organization by the organization's current officers, managers, or

governing body, as the case may be, or, if the organization no longer exists,

by the last officers, managers, or governing body of the organization.

(3) The title to any real estate or any interest vested in any of the constituent

organizations does not revert nor in any way become impaired by reason of

the merger.

f. The surviving organization is responsible and liable for all the liabilities and

obligations of each of the constituent organizations.

(1) A claim of or against or a pending proceeding by or against a constituent

organization may be prosecuted as if the merger did not take place, or the

surviving organization may be substituted in the place of the constituent

organization.

(2) Neither the rights of creditors nor any liens upon the property of a

constituent organization are impaired by the merger.

g. The articles of the surviving organization are deemed to be amended to the

extent that changes in its articles, if any, are contained in the plan of merger.

3. When a merger or exchange becomes effective, the ownership interests to be

converted or exchanged under the terms of the plan cease to exist in the case of a

merger, or are deemed to be exchanged in the case of an exchange. The owners of

those ownership interests are entitled only to the securities, money, or other property

into which those ownership interests have been converted or for which those

ownership interests have been exchanged in accordance with the plan, subject to any

dissenter's rights under section 10-19.1-87 or 10-32.1-33.
N.D. Cent. Code § 10-31-07.1 — ND Code / Title 10 / Chapter 10-31 / Section 10-31-07.1
10-31-07.1. Retirement plan trust - Voting and nonvoting shares
Status: in_force

10-31-07.1. Retirement plan trust - Voting and nonvoting shares

A professional corporation may establish a retirement plan trust which allows the

corporation to contribute nonvoting shares for nonlicensed employees and voting shares for

licensed employees.
N.D. Cent. Code § 10-04-10.3 — ND Code / Title 10 / Chapter 10-04 / Section 10-04-10.3
10-04-10.3. Postregistration provisions
Status: in_force

10-04-10.3. Postregistration provisions

1. Every broker-dealer, agent, investment adviser, and investment adviser representative

conducting business in this state shall make and keep such accounts,

correspondence, memoranda, papers, books, and other records as described below:

a. With the exclusion of a broker-dealer whose activities are limited to the sale of

securities that it issues and who is not a member or required to be a member of

any self-regulatory organization, every broker-dealer registered in or conducting

business in this state, and each branch office located in or conducting business in

this state, must keep and maintain all records as required by:

(1) Federal statutes or by rules or regulations promulgated by the securities and

exchange commission.

(2) Rules promulgated by any securities exchange or self-regulatory

organization of which the broker-dealer is a member.

(3) The laws, rules, or regulations of any state in which the broker-dealer is

registered or maintains a place of business from which it conducts securities

business in North Dakota.

b. Every investment adviser which maintains its principal place of business in any

state, other than this state, and is registered as an investment adviser in the state

in which it maintains its principal place of business, shall keep and maintain such

books and records as required by the state in which it maintains its principal place

of business.

c. Every investment adviser which maintains its principal place of business in this

state, or is not registered or exempt from registration in the state in which it

maintains its principal place of business, shall keep and maintain the following

books and records for a period of three years:

(1) Financial documents of the investment adviser which shall include:

(a) Journals and ledgers tracking income and expenses of the investment

adviser. These documents must be continually maintained to within

thirty days of current.

(b) Trial balances, financial statements, and internal audit papers.

(c) Checkbooks and statements on any type of account on which the

investment adviser has check-writing privileges.

(d) Statements regarding any account of the investment adviser with any

insurance company, broker-dealer, investment adviser, federal

covered adviser, or financial institution.

(2) A file which contains copies of all incoming and outgoing correspondence

between the investment adviser or its representative and any of its

customers, prospective customers, or former customers.

(3) A file containing a copy of each customer complaint against the investment

adviser or a representative of the investment adviser.

(4) A file containing all advertisements used by the investment adviser or a

representative of the investment adviser. To the extent that past

performance of the investment adviser is used in advertising materials, the

investment adviser shall maintain all accounts, records, and internal working

papers that form the basis of the performance of the investment adviser.

(5) Copies of all contracts between the investment adviser and its customers.

(6) A manual regarding the supervisory procedures of the investment adviser,

unless the investment adviser is wholly owned by the only representative of

the investment adviser and the investment adviser has no employees.

(7) With respect to discretionary accounts:

(a) A list of all discretionary accounts.

(b) A file containing all discretionary trading agreements.

(c) A list of all trades that were conducted on a discretionary basis.

(8) All records created by the investment adviser or provided by a client or

prospective client of an investment adviser regarding the financial condition

of the client or prospective client.

(9) Records tracking all securities purchased by or advice provided by the

investment adviser and the payment for the services if any. These records

shall disclose whether the investment adviser or the investment adviser

representative had any direct or indirect beneficial interest in the investment

involved.

(10) A copy of part 2 of the form ADV, annually updated and filed with the

department, and a summary of material changes to part 1 and part 2 of form

ADV, as required to be filed with the department within ninety days of the

material change.

(11) A list of all parties to whom referral fees have been paid and the amount of

money paid to each such person.

(12) A record containing the date of receipt and date of transmission of customer

funds provided to the investment adviser for the purpose of deposit with the

custodian of the investment adviser. Copies of any checks or electronic

transfer instructions, must be maintained with the record.

All records required to be maintained pursuant to subdivision a or b must be

preserved as set forth in the rules or regulations of the jurisdiction originating the

recordkeeping requirement. The commissioner may by rule enhance or waive the

requirements of this subsection.

It is a violation of this subsection for any person who is registered, required to be

registered, or is affiliated with or employed by any such entity, to create or cause to be

created any record discussed in this subsection, if such record contains a material

misstatement or misrepresentation regarding a customer or a customer's investments

and the person knew or should have known of the falsity of the information or acted in

reckless disregard of the truthfulness of the information.

2. Every registered broker-dealer, agent, investment adviser, and investment adviser

representative shall file such financial reports as the commissioner prescribes by rule.

3. If the information contained in any document filed with the commissioner is or

becomes inaccurate or incomplete in any material respect, the registrant shall

promptly file a correcting amendment.

4. All the records of any registered person are subject at any time or from time to time to

such reasonable periodic, special, or other examinations by representatives of the

commissioner, within or outside this state, as the commissioner deems necessary or

appropriate in the public interest or for the protection of investors. For the purpose of

avoiding unnecessary duplication of examinations, the commissioner, if deemed

practicable in administering this subsection, may cooperate with the securities

administrators of other states, the securities and exchange commission, any national

securities exchange or national securities association registered under the Securities

Exchange Act of 1934, or any other jurisdiction, agency, or organization charged by

law or statute with regulating or prosecuting any aspect of the securities business, and

in so cooperating may share any information obtained as a result of any investigation

or examination.

5. The commissioner and the commissioner's representatives may copy records or

require a registrant to copy records and provide the copies to the commissioner and

the commissioner's representatives to the extent and in a manner reasonable under

the circumstances.
N.D. Cent. Code § 10-15-40 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-40
10-15-40. Amendments by bankruptcy court
Status: in_force

10-15-40. Amendments by bankruptcy court

Certified copies of any order of a court of the United States, in proceedings under the

bankruptcy laws, shall be filed as an amendment if the order affects an amendment to the

articles. The principal officers of a cooperative shall cause each order to be promptly filed after it

becomes final.
N.D. Cent. Code § 10-33-39 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-39
10-33-39. Board meetings
Status: in_force

10-33-39. Board meetings

1. Meetings of the board may be held from time to time as provided in the articles or

bylaws at any place within or without the state that the board may select or by any

means described in subsection 2.

a. Unless the articles or bylaws provide otherwise, a meeting of the board must be

held at least once per year.

b. If the articles, bylaws, or board fails to select a place or method for selecting a

place for a meeting, the meeting must be held at the principal executive office.

c. Participation in a meeting by a means set forth in subsection 2 constitutes

presence in person at the meeting.

2. Any meeting among directors may be conducted:

a. Solely by one or more means of remote communication through which all of the

directors may participate in the meeting:

(1) If the notice required by subsection 3 is given for the meeting; and

(2) If the number of directors participating in the meeting is sufficient to

constitute a quorum at a meeting.

b. By means of conference telephone or, if authorized by the board, by such other

means of remote communication, in each case through which that director, other

directors so participating, and all directors physically present at the meeting

participate with each other during the meeting.

3. Unless the articles or bylaws provide for a different time period, a director may call a

board meeting by giving at least ten days' notice or, in the case of organizational

meetings pursuant to subsection 2 of section 10-33-25, at least three days' notice, to

all directors of the date, time, and place of the meeting.

a. The notice must contain the substance of any proposed amendment to the

articles but otherwise need not state the purpose of the meeting unless the

articles or bylaws require it.

b. Any notice to a director given under any provision of this chapter, the articles, or

the bylaws by a form of electronic communication consented to by the director to

whom the notice is given is effective when given.

c. Consent by a director to notice given by electronic communication may be given

in writing or by authenticated electronic communication. Any consent so given

may be relied upon until revoked by the director, provided that no revocation

affects the validity of any notice given before receipt of revocation of the consent.

4. If the date, time, and place of a board meeting have been provided in the articles or

bylaws, or announced at a previous meeting of the board, no notice is required. Notice

of an adjourned meeting need not be given other than by announcement at the

meeting at which adjournment is taken.

5. A director may waive notice of a meeting of the board. A waiver of notice by a director

entitled to notice is effective whether given before, at, or after the meeting, and

whether given in writing, by authenticated electronic communication, or by attendance.

Attendance by a director at a meeting is a waiver of notice of that meeting, except

when the director objects at the beginning of the meeting to the transaction of

business because the meeting is not lawfully called or convened and does not

participate in the meeting after the objection.
N.D. Cent. Code § 10-19.1-51 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-51
10-19.1-51. Director conflicts of interest
Status: in_force

10-19.1-51. Director conflicts of interest

1. A contract or other transaction between a corporation and:

a. One or more of its directors or a member of the family of a director;

b. A director or governor of a related organization, or a member of the family of a

director or governor of a related organization; or

c. An organization in or of which the corporation's director, or a member of the

family of its director, is a director, officer, governor, manager, or representative or

has a material financial interest,

is not void or voidable because the director or the other individual or organization is a

party or because the director is present at the meeting of the shareholders or the

board or a committee at which the contract or transaction is authorized, approved, or

ratified, if at least one of the requirements of subsection 2 is satisfied.

2. The contract or transaction described in subsection 1 is not void or voidable if:

a. The contract or transaction was, and the person asserting the validity of the

contract or transaction was, fair and reasonable as to the corporation at the time

it was authorized, approved, or ratified;

b. The material facts as to the contract or transaction and as to the director's or

directors' interest are fully disclosed or known to the holders of all outstanding

shares, whether or not entitled to vote, and the contract or transaction is

approved in good faith by:

(1) The holders of two-thirds of the voting power of the shares entitled to vote

which are owned by persons other than the interested director or directors;

or

(2) The unanimous affirmative vote of the holder of all outstanding shares,

whether or not entitled to vote;

c. The material facts as to the contract or transaction and as to the director's or

directors' interest are fully disclosed or known to the board or a committee, and

the board or committee authorizes, approves, or ratifies the contract or

transaction in good faith by a majority of the directors or committee members

currently holding office:

(1) However, the interested director or directors may not vote and are not

considered for purposes of a quorum.

(2) If as a result, the number of remaining directors is not sufficient to reach a

quorum, then a quorum for the purpose of considering the contract or

transaction is the number of remaining directors or committee members, not

counting any vote that the interested director might otherwise have in, and

not counting the director in determining the presence of a quorum; or

d. The contract or transaction is a distribution described in subsection 1 of section

10-19.1-92 or a merger or exchange described in subsection 1 or 2 of section

10-19.1-96.

3. For purposes of this section:

a. A director does not have a material financial interest in a resolution fixing the

compensation of a director or fixing the compensation of another director as a

director, officer, employee, or agent of the corporation, is not void or voidable or

considered to be a contract or other transaction between a corporation even

though the director receiving the compensation fixed by the resolution is present

and voting at the meeting of the board or a committee at which the resolution is

authorized, approved, or ratified, or even though other directors voting upon the

resolution are also receiving compensation from the corporation;

b. A director has a material financial interest in each organization in which the

director, or a member of the family of the director, has a material financial interest;

and

c. A "member of the family" of a director is a spouse, parent, child, child of a

spouse, brother, sister, or the spouse of any of these.

4. The procedures described under subdivisions a, b, and c of subsection 2 are not

required if the contract or other transaction is between related organizations.
N.D. Cent. Code § 10-15-43 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-43
10-15-43. Division of a cooperative
Status: in_force

10-15-43. Division of a cooperative

1. Any cooperative may divide itself into two or more cooperatives under this chapter. A

written plan of division shall be prepared by the board or by a committee selected by

the board for that purpose. Such plan shall set forth all the terms of the division and

the proposed effect thereof on all members and stockholders of the cooperative. The

plan shall also contain the articles of each new cooperative being formed and any

amendments to the articles of the remaining cooperative.

2. The members shall approve the plan in the manner provided in section 10-15-37 for

amendments to articles.

3. Articles of division shall set forth the approved plan and such other information as is

required by section 10-15-38 and shall be filed as an amendment to the articles. Each

part of the plan which contains the articles of a new cooperative shall be separately

filed as articles of association for such new cooperative.
N.D. Cent. Code § 10-31-03.2 — ND Code / Title 10 / Chapter 10-31 / Section 10-31-03.2
10-31-03.2. Applicability of chapter 45-22
Status: in_force

10-31-03.2. Applicability of chapter 45-22

Chapter 45-22 applies to a professional organization that is created in the form of a limited

liability partnership and enjoys the powers and privileges and is subject to the duties,

restrictions, and liabilities of other limited liability partnerships except when inconsistent with the

letter and purpose of this chapter. This chapter takes precedence in the event of any conflict

with chapter 45-22.
N.D. Cent. Code § 10-32.1-82 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-82
10-32.1-82. Foreign limited liability company - Transactions not constituting transacting business
Status: in_force

10-32.1-82. Foreign limited liability company - Transactions not constituting

transacting business.

1. A foreign limited liability company shall not be considered to be transacting business in

this state for the purposes of this chapter solely by reason of carrying on in this state

any one or more of the following, including:

a. Maintaining or defending any action or suit or any administrative or arbitration

proceeding, or effecting the settlement thereof or the settlement of claims or

disputes;

b. Holding meetings of its managers, governors, or members or carrying on other

activities concerning its internal affairs;

c. Maintaining bank accounts;

d. Maintaining offices or agencies for the transfer, exchange, and registration of its

securities, or appointing and maintaining trustees or depositories with relation to

its securities;

e. Holding title to and managing real or personal property, or any interest therein,

situated in this state, as executor of the will or administrator of the estate of any

decedent, as trustee of any trust, or as guardian of any person or conservator of

the estate of any person;

f. Making, participating in, or investing in loans or creating, as borrower or lender, or

otherwise acquiring indebtedness or mortgages or other security interests in real

or personal property;

g. Securing or collecting its debts or enforcing any rights in property securing its

debts; or

h. Conducting an isolated transaction completed within a period of thirty days and

not in the course of a number of repeated transactions of like nature.

2. For purposes of sections 10-32.1-72 through 10-32.1-85, the ownership in this state of

income-producing real property or tangible personal property, other than property

excluded under subsection 1, constitutes transacting business in this state.

3. This section does not apply in determining the contacts or activities that may subject a

foreign limited liability company to service of process, taxation, or regulation under law

of this state other than this chapter.
N.D. Cent. Code § 10-19.1-63 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-63
10-19.1-63. Consideration for shares - Value and payment - Liability
Status: in_force

10-19.1-63. Consideration for shares - Value and payment - Liability

1. Consideration for the issuance of shares may be paid, in whole or in part, in money; in

other property, tangible or intangible; or in labor or services actually performed for the

corporation. When payment of the consideration for which shares are to be issued is

received by the corporation, the shares are considered fully paid and nonassessable.

Neither promissory notes nor future services constitute payment or part payment for

shares of a corporation.

2. Subject to any restrictions in the articles, a corporation may, without any new or

additional consideration, issue its own shares in exchange for or in conversion of its

outstanding shares, or, subject to authorization of share dividends, divisions, and

combinations according to section 10-19.1-61.1, issue its own shares pro rata to

shareholders or the shareholders of one or more classes or series, to effectuate share

dividends, divisions, or combinations. No shares of a class or series, shares of which

are then outstanding, shall be issued to the holders of shares of another class or

series, except in exchange for or in conversion of outstanding shares of the other class

or series, unless the issuance is expressly provided for in the articles or is approved at

a meeting by the affirmative vote of the holders of a majority of the voting power of all

shares of the same class or series as the shares to be issued.

3. The determinations of the board or the shareholders as to the amount or fair value or

the fairness to the corporation of the consideration received or to be received by the

corporation for its shares or the terms of payment, as well as the agreement to issue

shares for that consideration, are presumed to be proper if they are made in good faith

and on the basis of accounting methods, or a fair valuation or other method,

reasonable in the circumstances. Unless otherwise required by the articles, the

consideration may be less than the par value, if any, of the shares. Directors or

shareholders who are present and entitled to vote, and who, intentionally or without

reasonable investigation, fail to vote against approving an issue of shares for a

consideration that is unfair to the corporation, or overvalue property received or to be

received by the corporation as consideration for shares issued, are jointly and

severally liable to the corporation for the benefit of the then shareholders who did not

consent to and are damaged by the action, to the extent of the damages of those

shareholders. A director or shareholder against whom a claim is asserted pursuant to

this subsection, except in case of knowing participation in a deliberate fraud, is entitled

to contribution on an equitable basis from other directors or shareholders who are

liable under this section.

4. A corporation may issue only shares that are nonassessable or that are assessable

but are issued with the unanimous consent of the shareholders. "Nonassessable"

shares are shares for which the agreed consideration has been fully paid, delivered, or

rendered to the corporation.

a. The reasonable charges and expenses of organization or reorganization of a

corporation, and the reasonable expenses of and compensation for the sale or

underwriting of its shares, may be paid or allowed by the corporation out of the

consideration received by it in payment for its shares without rendering the

shares not fully paid and nonassessable.

b. If shares are issued in violation of this subsection, then the following persons are

jointly and severally liable to the corporation for the difference between the

agreed consideration for the shares and the consideration actually received by

the corporation:

(1) A director or shareholder who was present and entitled to vote but who

failed to vote against the issuance of the shares knowing of the violation;

(2) The person to whom the shares were issued; and

(3) A successor or transferee of the interest in the corporation of a person

described in paragraph 1 or 2, including a purchaser of shares, a

subsequent assignee, successor, or transferee, a pledgee, a holder of any

other security interest in the assets of the corporation or shares granted by

the person described in paragraph 1 or 2, or a legal representative of or for

the person or estate of the person, which successor, transferee, purchaser,

assignee, pledgee, holder, or representative acquired the interest knowing

of the violation.

5. A pledgee or holder of any other security interest in all or any shares that have been

issued in violation of subsection 4 is not liable under subdivision b of subsection 4 if all

those shares are surrendered to the corporation. The surrender does not impair any

rights of the pledgee or holder of any other security interest against the pledgor or

person granting the security interest.

6. A pledgee, holder of any other security interest, or legal representative is liable under

subdivision b of subsection 4 only in that capacity. The liability of the person under

subdivision a of subsection 4 is limited to the assets held in that capacity for the

person or estate of the person described in paragraph 1 or 2 of subdivision b of

subsection 4.

7. Each person liable under subdivision b of subsection 4 has a full right of contribution

on an equitable basis from all other persons liable under that subdivision for the same

transaction.

8. An action may not be maintained against a person under subdivision b of subsection 4

unless commenced within two years from the date on which shares are issued in

violation of subsection 4.
N.D. Cent. Code § 10-13-03 — ND Code / Title 10 / Chapter 10-13 / Section 10-13-03
10-13-03. Powers of electric cooperatives
Status: in_force

10-13-03. Powers of electric cooperatives

In addition to the powers granted by the general law governing cooperatives, electric

cooperatives have the power:

1. To generate, manufacture, purchase, acquire, and accumulate electrical energy and to

transmit, distribute, sell, furnish, and dispose of such electrical energy to its members,

and to other persons not in excess of ten percent of the number of its members.

However, a cooperative that acquires existing electrical facilities may continue service

to persons, not in excess of twenty percent of the number of its members, who are

already receiving service from such facilities without requiring such persons to become

members but such persons may become members upon such terms as may be

prescribed in the bylaws. An electric generation or transmission cooperative providing

electric energy to other cooperatives, public utilities, municipalities, or any department

or agency of the state or federal government shall not be limited to the ten percent and

twenty percent limitation on the transmission, distribution, sale, furnishing, and

disposal of electric energy as provided in this subsection.

2. To establish, maintain, and operate electrical cold storage and electrical processing

plants.

3. To construct, erect, purchase, lease as lessee, and in any manner acquire, own, hold,

maintain, operate, sell, dispose of, lease as lessor, exchange, and mortgage plants,

buildings, works, machinery, supplies, equipment, apparatus, and transmission and

distribution lines or systems necessary and proper for the operation of its business.

4. To assist only its members to wire their premises and install therein electrical and

plumbing fixtures, machinery, supplies, apparatus, and equipment of any and all kinds

and character, and in connection therewith and for such purposes, to purchase,

acquire, lease, sell, distribute, install, and repair electrical and plumbing fixtures,

machinery, supplies, apparatus, and equipment of any and all kinds and character, and

to receive, acquire, endorse, pledge, hypothecate, and dispose of notes, bonds, and

other evidences of indebtedness.

5. To furnish to other corporations, limited liability companies, or cooperatives organized

under this chapter, or to the members thereof, electrical energy, wiring facilities,

electrical and plumbing equipment, and services.

6. To use any highway, right of way, easement, or other similar property right owned or

held by the state or any political subdivision thereof in connection with the acquisition,

construction, improvement, operation, or maintenance of its lines, with the consent of

the local authorities having control of the street or highway proposed to be used for

such purpose.

7. Subject to chapter 32-15, to have and exercise the power of eminent domain to

acquire private property for its use, such right to be paramount except as to property of

the state or any political subdivision thereof.

8. To fix, regulate, and collect rates, fees, rents, or other charges for electrical energy and

other facilities, supplies, equipment, or services furnished by it.

9. To make contracts with other cooperatives, with public utilities, with municipalities, or

with any department or agency of the state or federal government, for the sale at

wholesale to, or interchange of electric energy with, such cooperatives, public utilities,

municipalities, or department or agency of the state or federal government, and,

notwithstanding any provisions of this chapter, such cooperatives, public utilities,

municipalities, or department or agency of the state or federal government shall be

eligible to membership in cooperatives organized under this chapter.

10. To establish and operate by itself or with any one or more electric cooperatives an

electric generation or transmission cooperative for the purpose of providing electric

energy to other cooperatives, public utilities, municipalities, or any department or

agency of the state or federal government.
N.D. Cent. Code § 10-15-07 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-07
10-15-07. Filing articles of association - Cooperative existence
Status: in_force

10-15-07. Filing articles of association - Cooperative existence

An original of the articles of association, duly signed and acknowledged, must be delivered

to the secretary of state for filing. The legal corporate existence of a cooperative begins when

the certificate of association is issued by the secretary of state or on a later date as specified in

the articles of association. The secretary of state shall stamp on the articles of association the

date of filing and provide to the cooperative a certificate of the filing.
N.D. Cent. Code § 10-19.1-148 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-148
10-19.1-148. Secretary of state - Powers - Enforcement - Penalty - Appeal
Status: in_force

10-19.1-148. Secretary of state - Powers - Enforcement - Penalty - Appeal

1. The secretary of state has the power and authority reasonably necessary to efficiently

administer this chapter and to perform the duties imposed thereby.

2. The secretary of state may propound to any corporation or foreign corporation that is

subject to this chapter and to any officer, director, or employee thereof, any

interrogatory reasonably necessary and proper to ascertain whether the corporation

has complied with all provisions of this chapter applicable to the corporation.

a. The interrogatory must be answered within thirty days after mailing, or within any

additional time as must be fixed by the secretary of state. The answer to the

interrogatory must be full and complete and must be made in writing and under

oath.

b. If the interrogatory is directed:

(1) To an individual, it must be answered by that individual; or

(2) To a corporation, it must be answered by the president, vice president,

secretary, or assistant secretary of the corporation.

c. The secretary of state is not required to file any record to which the interrogatory

relates until the interrogatory has been answered, and not then if the answers

disclose the record is not in conformity with this chapter.

d. The secretary of state shall certify to the attorney general, for action the attorney

general may deem appropriate, an interrogatory and answers thereto, which

discloses a violation of this chapter.

e. Each officer, director, or employee of a corporation or foreign corporation who

fails or refuses within the time provided by subdivision a to answer truthfully and

fully an interrogatory propounded to that person by the secretary of state is guilty

of an infraction.

f. An interrogatory propounded by the secretary of state and the answers are not

open to public inspection. The secretary of state may not disclose any facts or

information obtained from the interrogatory or answers except insofar as

permitted by law or insofar as required for evidence in any criminal proceedings

or other action by this state.

3. If the secretary of state rejects any record required by this chapter to be approved by

the secretary of state before the record may be filed, then the secretary of state shall

give written notice of the rejection to the person that delivered the record, specifying

the reasons for rejection.

a. Within thirty days after the service of the notice of denial, the corporation or

foreign corporation, as the case may be, may appeal to the district court in the

judicial district serving Burleigh County by filing with the clerk of the court a

petition setting forth a copy of the record sought to be filed and a copy of the

written rejection of the record by the secretary of state.

b. The matter must be tried de novo by the court. The court shall either sustain the

action of the secretary of state or direct the secretary of state to take the action

the court determines proper.

4. If the secretary of state dissolves a corporation or revokes the certificate of authority to

transact business in this state of any foreign corporation, pursuant to section

10-19.1-146.1, then the corporation or foreign corporation may appeal to the district

court in the judicial district serving Burleigh County by filing with the clerk of the court a

petition, including:

a. A copy of the corporation's articles of incorporation and a copy of the notice of

dissolution given by the secretary of state; or

b. A copy of the certificate of authority of the foreign corporation to transact business

in this state and a copy of the notice of revocation given by the secretary of state.

The court shall try the matter de novo. The court shall sustain the action of the

secretary of state or direct the secretary of state to take the action the court

determines proper.

5. If the court order sought is one for reinstatement of a corporation that has been

dissolved as provided in subsection 6 of section 10-19.1-146, or for reinstatement of

the certificate of authority of a foreign corporation that has been revoked as provided

in subsection 7 of section 10-19.1-146, then together with any other actions the court

deems proper, any such order which reverses the decision of the secretary of state

shall require the corporation or foreign corporation to:

a. File the most recent past-due annual report;

b. Pay the fees to the secretary of state for all past-due annual reports as provided

in subsection 24 of section 10-19.1-147; and

c. Pay the reinstatement fee to the secretary of state as provided in subsection 24

of section 10-19.1-147.

6. Appeals from all final orders and judgments entered by the district court under this

section in review of any ruling or decision of the secretary of state are treated as other

civil actions.
N.D. Cent. Code § 10-19.1-152 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-152
10-19.1-152. Audit reports and audit of corporations receiving state subsidies for production of alcohol or methanol for combination with gasoline
Status: in_force

10-19.1-152. Audit reports and audit of corporations receiving state subsidies for

production of alcohol or methanol for combination with gasoline.

Any corporation that produces agricultural ethyl alcohol or methanol within this state and

which receives a production subsidy from the state, whether in the form of reduced taxes or

otherwise, shall submit an annual audit report, prepared by a certified public accountant based

on an audit of all records and accounts of the corporation, to the legislative audit and fiscal

review committee. The audit must be submitted within ninety days of the close of the

corporation's taxable year. Upon request of the legislative audit and fiscal review committee, the

state auditor shall conduct an audit of the records and accounts of any corporation required to

submit an annual report under this section.
N.D. Cent. Code § 10-35-31 — ND Code / Title 10 / Chapter 10-35 / Section 10-35-31
10-35-31. Penalties - Administrative dissolution
Status: in_force

10-35-31. Penalties - Administrative dissolution

1. The secretary of state shall charge and collect additional fees for late filing of the

annual report and payment of the publicly traded corporation franchise fee as follows:

a. Within ninety days after the date provided in subsection 1 of section 10-35-29,

two hundred fifty dollars.

b. Ninety days after the date provided in subsection 1 of section 10-35-29, the

publicly traded corporation becomes not in good standing. The secretary of state

shall notify the publicly traded corporation that its certificate of incorporation is not

in good standing and that it may be dissolved as provided in subsection 2.

(1) The secretary of state shall mail the notice of impending dissolution to the

last registered agent at the last registered office of record.

(2) If the publicly traded corporation files its annual report after the notice is

mailed, together with the publicly traded corporation franchise fee and a late

filing penalty of one thousand dollars, then the secretary of state shall

restore its certificate of incorporation to good standing.

2. A publicly traded corporation that fails to file its annual report or to pay the publicly

traded corporation franchise fee due within one year after the date provided in

subsection 1 of section 10-35-29 ceases to exist as a corporation and is considered

involuntarily dissolved by operation of law.

a. The secretary of state shall note the dissolution of the certificate of incorporation

of the publicly traded corporation on the records of the secretary of state and

shall give notice of the action to the dissolved publicly traded corporation.

b. Notice by the secretary of state must be mailed to the last registered agent at the

last registered office of record.

3. A publicly traded corporation dissolved for failure to file an annual report or to pay a

publicly traded corporation franchise fee due may be reinstated within one year

following the dissolution by:

a. Filing a past-due annual report with the publicly traded corporation franchise fee

due;

b. Paying a late filing penalty of one thousand dollars; and

c. Paying a reinstatement fee of one hundred thirty-five dollars.

4. Reinstatement under this subsection does not affect the rights or liabilities arising

during the time from the dissolution to the reinstatement.

5. Fees paid to the secretary of state according to this chapter are not refundable if an

annual report submitted to the secretary of state cannot be filed because it lacks

information required by section 10-35-28 or the annual report lacks sufficient payment

as required by section 10-35-28 or as required by this section.
N.D. Cent. Code § 10-32.1-98 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-98
10-32.1-98. Attorney general - Action by the attorney general
Status: in_force

10-32.1-98. Attorney general - Action by the attorney general

1. A limited liability company may be involuntarily dissolved, wound up, and terminated

by a decree of a court in this state in an action filed by the attorney general when it is

established that:

a. The articles of organization were procured through fraud;

b. The limited liability company was organized for a purpose not permitted by this

chapter;

c. The limited liability company failed to comply with the requirements essential to

organization under this chapter;

d. The limited liability company has flagrantly violated a provision of this chapter,

has violated a provision of this chapter more than once, or has violated more than

one provision of this chapter; or

e. The limited liability company has acted, or failed to act, in a manner that

constitutes surrender or abandonment of the limited liability company privileges or

enterprise.

2. The attorney general may bring an action to enjoin a foreign limited liability company

from transacting business in this state in violation of this chapter.

3. An action must not be commenced under this section until thirty days after notice to

the limited liability company by the attorney general of the reason for the filing of the

action. If the reason for filing the action is an act that the limited liability company has

done, or omitted to do, and the act or omission may be corrected by an amendment of

the articles of organization, a member control agreement, or the bylaws or by

performance of or abstention from the act, then the attorney general shall give the

limited liability company thirty additional days in which to effect the correction before

filing the action.
N.D. Cent. Code § 10-19.1-98 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-98
10-19.1-98. Plan approval
Status: in_force

10-19.1-98. Plan approval

1. A resolution containing the plan of merger or exchange must be approved by the

governing body as required by section 10-19.1-46 in the case of a domestic

corporation, or by the governing statute of each other constituent organization and

must then be submitted at a regular or special meeting to the owners of each

constituent organization, in the case of a plan of merger or the constituent organization

whose ownership interests will be acquired by the acquiring constituent organization in

the exchange, in the case of a plan of exchange. If owners owning any class or series

of ownership interests in a constituent organization are entitled to vote on the plan of

merger or exchange under this subsection, then written notice must be given to every

owner of that constituent organization, whether or not entitled to vote at the meeting,

not less than fourteen days nor more than sixty days before the meeting, in the

manner provided in section 10-19.1-73 for notice of meetings of shareholders in the

case of a domestic corporation, or in the manner provided in its governing statute in

the case of each other constituent organization. The written notice must state that a

purpose of the meeting is to consider the proposed plan of merger or exchange. A

copy or short description of the plan of merger or exchange must be included in or

enclosed with the notice.

2. At the meeting a vote of the owners must be taken on the proposed plan. The plan of

merger or exchange is adopted when approved by the affirmative vote of the holders

of a majority of the voting power of all ownership interests entitled to vote. Except as

provided in subsection 3, a class or series of ownership interests of the constituent

organization is entitled to vote as a class or series if any provision of the plan would, if

contained in a proposed amendment to the articles, or a member-control agreement,

entitle the class or series of ownership interests to vote as a class or series and, in the

case of an exchange, if the class or series is included in the exchange.

3. A class or series of ownership interests of the constituent organization is not entitled to

vote as a class or series if the plan of merger or exchange affects a cancellation or

exchange of all ownership interests of the constituent organization of all classes and

series that are outstanding immediately before the merger or exchange and owners of

ownership interests of that class or series are entitled to obtain payment for the fair

value of their ownership interests under section 10-19.1-87, or would have the right to

obtain payment for their ownership interests absent the exception set forth in

subsection 6 of section 10-19.1-87, in the case of a domestic corporation, or under its

governing statute in the case of any other organization in the event of the merger or

exchange.

4. Notwithstanding subsections 1 and 2, submission of a plan of merger or exchange to a

vote at a meeting of owners of a surviving constituent organization is not required if:

a. The articles will not be amended in the transaction;

b. Each owner of ownership interests in the constituent organization which were

outstanding immediately before the effective date of the transaction will hold the

same number of ownership interests with identical rights immediately after the

effective date;

c. The voting power of the outstanding ownership interests of the constituent

organization entitled to vote immediately after the merger or exchange, plus the

voting power of the ownership interests of the constituent organization entitled to

vote issuable on conversion of, or on the exercise of rights to purchase, securities

issued in the transaction, will not exceed by more than twenty percent the voting

power of the outstanding ownership interests of the constituent organization

entitled to vote immediately before the transaction; and

d. The number of participating ownership interests of the constituent organization

immediately after the merger, plus the number of participating ownership interests

of the constituent organization issuable on conversion of, or on the exercise of

rights to purchase, securities issued in the merger, will not exceed by more than

twenty percent the number of participating ownership interests of the constituent

organization immediately before the merger. "Participating ownership interests"

are outstanding ownership interests of the constituent organization which entitle

their owners to participate without limitation in distributions by the constituent

organization.

5. If the merger or exchange is with an organization other than a domestic corporation,

the plan of merger or exchange must also be approved in the manner provided in the

governing statute of the other organization.
N.D. Cent. Code § 10-33-24 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-24
10-33-24. Unauthorized assumption of corporate powers - Liability
Status: in_force

10-33-24. Unauthorized assumption of corporate powers - Liability

All persons who assume to act as a corporation without authority are jointly and severally

liable for all debts and liabilities incurred or arising as a result.
N.D. Cent. Code § 10-33-23 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-23
10-33-23. Defense of ultra vires
Status: in_force

10-33-23. Defense of ultra vires

No act of a corporation and no conveyance or transfer of real or personal property to or by a

corporation is invalid by reason of the fact that the corporation was without capacity or power to

do such act or to make or receive such conveyance or transfer but such lack of capacity or

power may be asserted:

1. In a proceeding by a member against the corporation to enjoin the doing of any act or

acts or the transfer of real or personal property by or to the corporation. If the

unauthorized acts or transfers sought to be enjoined are being, or are to be, performed

or made pursuant to any contract to which the corporation is a party, the court, if all of

the parties to the contract are parties to the proceeding and if it deems the same to be

equitable, may set aside and enjoin the performance of the contract, and in so doing

may allow to the corporation or to the other parties to the contract, as the case may

be, compensation for the loss or damage sustained by either of them which may result

from the action of the court in setting aside and enjoining the performance of the

contract. However, anticipated profits to be derived from the performance of the

contract may not be awarded by the court as a loss or damage sustained.

2. In a proceeding by the corporation, whether acting directly or through a receiver,

trustee or other legal representative, or through members in a representative suit,

against the incumbent or former officers or directors of the corporation.

3. In a proceeding by the attorney general, as provided in this chapter, to dissolve the

corporation or to enjoin the corporation from the transaction of unauthorized activities.
N.D. Cent. Code § 10-19.1-89 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-89
10-19.1-89. Loans - Guarantees - Suretyship
Status: in_force

10-19.1-89. Loans - Guarantees - Suretyship

1. A corporation may lend money to, guarantee or pledge its assets as security for an

obligation of, become a surety for, or otherwise financially assist any person, if the

transaction, or a class of transactions to which the transaction belongs, is approved by

the board and:

a. Is in the usual and regular course of business of the corporation;

b. Is with, or for the benefit of, a related organization, an organization in which the

corporation has a financial interest, a person or organization with which the

corporation has a business relationship in the usual and regular course of

business, or an organization to which the corporation has the power to make

donations;

c. Is with, or for the benefit of, an officer or director or other employee of the

corporation or a related organization, and may reasonably be expected, in the

judgment of the board, to benefit the corporation; or

d. Whether or not any separate consideration has been paid or promised to the

corporation has been approved by:

(1) The holders of two-thirds of the voting power of the shares entitled to vote

which are owned by persons other than the interested person or persons; or

(2) The unanimous affirmative vote of the holders of all outstanding shares,

whether or not entitled to vote.

2. A loan, guarantee, surety contract, or other financial assistance under subsection 1

may be with or without interest and may be unsecured or may be secured in any

manner, including a grant of a security interest in shares of the corporation.

3. This section does not grant any authority to act as a bank or to carry on the business

of banking.
N.D. Cent. Code § 10-06.1-12.1 — ND Code / Title 10 / Chapter 10-06.1 / Section 10-06.1-12.1
10-06.1-12.1. Ownership or leasing of land by corporations - Exceptions
Status: in_force

10-06.1-12.1. Ownership or leasing of land by corporations - Exceptions

Disapproved by R.M. June 14, 2016.
N.D. Cent. Code § 10-33-141.3 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-141.3
10-33-141.3. Secretary of state - Involuntary dissolution - Revocation of certificate of authority
Status: in_force

10-33-141.3. Secretary of state - Involuntary dissolution - Revocation of certificate of

authority.

1. With respect to involuntary dissolution of a corporation by the secretary of state:

a. A corporation may be involuntarily dissolved by the secretary of state if:

(1) The corporation has failed to appoint and maintain a registered agent and

registered office as provided in section 10-33-12; or

(2) A misrepresentation has been made of any material matter in any

application, report, affidavit, or other record submitted by the corporation

pursuant to this chapter.

b. A corporation may not be dissolved by the secretary of state as provided for in

this section unless:

(1) The secretary of state has given the corporation not less than sixty days'

notice by mail addressed to its registered agent at the registered office in

this state or, if the corporation does not maintain a registered agent in this

state, the notice must be mailed to its principal office; and

(2) During the sixty-day period, the corporation has failed to:

(a) File the report of change as provided in chapter 10-01.1 regarding the

registered office or the registered agent;

(b) File any other required record; or

(c) Correct the misrepresentation.

c. Upon expiration of sixty days after the mailing of the notice, the existence of the

corporation ceases. The secretary of state shall issue a notice of dissolution and

shall mail the notice addressed to its registered agent at the registered office in

this state or, if the corporation does not maintain a registered agent in this state,

the notice must be mailed to its principal office.

2. With respect to the revocation of a certificate of authority of a foreign corporation by

the secretary of state:

a. The certificate of a foreign corporation to transact business in this state may be

revoked by the secretary of state if:

(1) The foreign corporation has failed to:

(a) Appoint and maintain a registered agent and registered office as

provided in section 10-33-131;

(b) File with the secretary of state any amendment to its application for a

certificate of authority as provided in section 10-33-130;

(c) File with the secretary of state any merger as provided in section

10-33-132; or

(d) File with the secretary of state an application for certificate of

withdrawal of its authority as provided in section 10-33-133 when the

corporation's existence has expired or the foreign corporation has

been dissolved in the jurisdiction of the foreign corporation; or

(2) A misrepresentation has been made of any material matter in any

application, report, affidavit, or other record submitted by the foreign

corporation under this chapter.

b. A certificate of authority may not be revoked by the secretary of state as provided

for in this section unless:

(1) The secretary of state has given the foreign corporation not less than sixty

days' notice by mail addressed to its registered agent at the registered office

in this state or, if the corporation failed to maintain a registered agent in this

state, the notice must be mailed to its principal office; and

(2) During the sixty-day period, the foreign corporation has failed to:

(a) File the report of change as provided in chapter 10-01.1 regarding the

registered office or the registered agent;

(b) File any amendment;

(c) File any merger;

(d) File an application for withdrawal;

(e) File any other required record; or

(f) Correct the misrepresentation.

c. Upon expiration of sixty days after the mailing of the notice, the authority of the

foreign corporation to transact business in this state ceases. The secretary of

state shall issue a notice of revocation and shall mail the notice to the registered

agent at the registered office in this state or, if the foreign corporation failed to

maintain a registered agent in this state, the notice must be mailed to its principal

office.

3. If the corporation or foreign corporation files a report of change relating to the

registered agent or any other required record or correction of a misrepresentation after

the notice with the fee provided for in section 10-33-140, the secretary of state shall

restore the certificate of incorporation or authority to good standing. Until restored to

good standing, the secretary of state may not accept for filing any document

respecting the corporation or foreign corporation except those incident to its

dissolution or withdrawal.
N.D. Cent. Code § 10-33-120 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-120
10-33-120. Service of process on corporation, foreign corporation, and nonresident directors
Status: in_force

10-33-120. Service of process on corporation, foreign corporation, and nonresident

directors.

Any process, notice, or demand required or permitted by law to be served on the

corporation, the foreign corporation, or a director may be served as provided in section

10-01.1-13.
N.D. Cent. Code § 10-15-28 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-28
10-15-28. Action without meeting by directors or members
Status: in_force

10-15-28. Action without meeting by directors or members

Any action which may be taken at a member meeting may be taken without a meeting if a

writing setting forth and approving the action taken shall be signed by a majority of the members

entitled to vote on such action. Any action which may be taken at a meeting of the directors or

executive committee may be taken without a meeting if a writing setting forth and approving the

action taken shall be signed by all of the directors or executive committee members entitled to

vote on such action. In such cases, such consent shall have the same force and effect as if a

meeting had been held.
N.D. Cent. Code § 10-32.1-54 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-54
10-32.1-54. Distribution of assets in winding up limited liability activities of the company
Status: in_force

10-32.1-54. Distribution of assets in winding up limited liability activities of the

company.

1. Except as provided in subsection 5, in winding up its activities, a limited liability

company shall apply its assets to discharge its obligations to creditors, including

members that are creditors.

2. After a limited liability company complies with subsection 1, any surplus must be

distributed in the following order, subject to any charging order in effect under section

10-32.1-45:

a. To each person owning a transferable interest that reflects contributions made by

a member and not previously returned, an amount equal to the value of the

unreturned contributions; and

b. In equal shares among members and dissociated members, except to the extent

necessary to comply with any transfer effective under section 10-32.1-44.

3. If a limited liability company does not have sufficient surplus to comply with

subdivision a of subsection 2, then any surplus must be distributed among the owners

of transferable interests in proportion to the value of their respective unreturned

contributions.

4. All distributions made under subsections 2 and 3 must be paid in money.

5. a. Notwithstanding subsections 1 through 4, in winding up its activities a limited

liability company created after July 31, 2017, shall apply its assets to discharge

its obligations to creditors, including members that are creditors.

b. After a limited liability company complies with subdivision a, any surplus must be

distributed in the following order, subject to any charging order in effect under

section 10-32.1-45 and unless otherwise provided in the articles of organization

or an operating agreement:

(1) To each person owning a transferable interest that reflects contributions

made by a member and not previously returned, an amount equal to the

value of the unreturned contributions; and

(2) In proportion to the value of the contributions of members and dissociated

members, except to the extent necessary to comply with any transfer

effective under section 10-32.1-44.

c. If a limited liability company does not have sufficient surplus to comply with

paragraph 1 of subdivision b, any surplus must be distributed among the owners

of transferable interests in proportion to the value of their respective unreturned

contributions.

d. All distributions made under subdivisions a and b must be paid in money unless

otherwise provided in the articles of organization or in an operating agreement, or

by the unanimous consent of the voting members.
N.D. Cent. Code § 10-33-01 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-01
10-33-01. Definitions
Status: in_force

10-33-01. Definitions

For the purposes of this chapter, unless the context otherwise requires:

1. "Activity" or "activities" means, in a corporation organized under this chapter, the

functional equivalent of "business" in a corporation organized under chapter 10-19.1.

2. "Address" means:

a. In the case of a registered office or principal executive office, the mailing address,

including a zip code, of the actual office location which may not be only a

post-office box; and

b. In any other case, the mailing address, including a zip code.

3. "Articles" means:

a. In the case of a corporation incorporated under or governed by this chapter,

articles of incorporation, articles of amendment, a resolution of election to

become governed by this chapter, a statement of change of registered office,

registered agent, or name of registered agent, articles of merger, articles of

consolidation, articles of abandonment, and articles of dissolution.

b. In the case of a foreign corporation, the term includes all records serving a similar

function required to be filed with the secretary of state or other officer of the state

of incorporation of the foreign corporation.

4. "Authenticated electronic communication" means:

a. That the electronic communication is delivered:

(1) To the principal place of activity of the corporation; or

(2) To an officer or agent of the corporation authorized by the corporation to

receive the electronic communication; and

b. That the electronic communication sets forth information from which the

corporation can reasonably conclude that the electronic communication was sent

by the purported sender.

5. "Ballot" means a written ballot or a ballot transmitted by electronic communication.

6. "Board" means the board of directors of a corporation.

7. "Board member" means an individual serving on the board.

8. "Bylaws" means the code adopted for the regulation or management of the internal

affairs of a corporation, regardless of how designated.

9. "Corporation" means a corporation, other than a foreign corporation, that is

incorporated under or governed by this chapter.

10. "Director" means a member of the board.

11. "Domestic organization" means an organization created under the laws of this state.

12. "Electronic" means relating to technology having electrical, digital, magnetic, wireless,

optical, electromagnetic, or similar capabilities.

13. "Electronic communication" means any form of communication, not directly involving

the physical transmission of paper:

a. That creates a record that may be retained, retrieved, and reviewed by a recipient

of the communication; and

b. That may be directly reproduced in paper form by the recipient through an

automated process.

14. "Electronic record" means a record created, generated, sent, communicated, received,

or stored by electronic means.

15. "Electronic signature" means an electronic sound, symbol, or process attached to or

logically associated with a record and signed or adopted by a person with the intent to

sign the record.

16. "Filed with the secretary of state" means except as otherwise permitted by law or rule:

a. That a record meeting the applicable requirements of this chapter, together with

the fees provided in section 10-33-140, was delivered or communicated to the

secretary of state by a method or medium of communication acceptable by the

secretary of state and was determined by the secretary of state to conform to law;

and

b. That the secretary of state did then:

(1) Record the actual date on which the record was filed, and if different, the

effective date of filing; and

(2) Record the record in the office of the secretary of state.

17. "Foreign corporation" means a corporation that is formed under laws other than the

laws of this state for a purpose for which a corporation may be organized under this

chapter.

18. "Foreign organization" means an organization created under laws other than the laws

of this state for a purpose for which an organization may be created under the laws of

this state.

19. "Good faith" means honesty in fact in the conduct of an act or transaction.

20. "Intentionally" means the person referred to has a purpose to do or fail to do the act or

cause the result specified, or believes the act or failure to act, if successful, will cause

that result. A person intentionally violates a statute:

a. If the person intentionally does the act or causes the result prohibited by the

statute; or

b. If the person intentionally fails to do the act or cause the result required by the

statute, even though the person may not know of the existence or constitutionality

of the statute or the scope or meaning of the terms used in the statute.

21. "Internal Revenue Code" means the Internal Revenue Code of 1986, as amended

from time to time, and successive federal revenue Acts.

22. "Legal representative" means a person empowered to act for another person,

including an agent, manager, officer, partner, or associate of an organization; a trustee

of a trust; a personal representative; a trustee in bankruptcy; or a receiver, guardian,

custodian, or conservator.

23. "Member" means a person with membership rights in a corporation under its articles or

bylaws, regardless of how the person is identified.

24. "Members with voting rights" means members or a class of members that has voting

rights with respect to the purpose or matter involved.

25. "Nonprofit purpose" or "nonprofit activity" means a purpose or activity not involving

pecuniary gain to any officer, director, or member, other than a member that is a

nonprofit organization or subdivision, unit, or agency of the United States or a state or

local government.

26. "Notice":

a. Is given by a member of a corporation to the corporation or an officer of the

corporation:

(1) When in writing and mailed or delivered to the corporation or the officer at

the registered office or principal executive office of the corporation; or

(2) When given by a form of electronic communication consented to by the

corporation to which the notice is given if by:

(a) Facsimile communication, when directed to a telephone number at

which the corporation has consented to receive notice.

(b) Electronic mail, when directed to an electronic mail address at which

the corporation has consented to receive notice.

(c) Posting on an electronic network on which the corporation has

consented to receive notice, together with separate notice to the

corporation of the specific posting, upon the later of:

[1] The posting; or

[2] The giving of the separate notice.

(d) Any other form of electronic communication by which the corporation

has consented to receive notice, when directed to the corporation.

b. Is given, in all other cases:

(1) When mailed to the person at an address designated by the person or at the

last-known address of the person;

(2) When deposited with a nationally recognized overnight delivery service for

overnight delivery or, if overnight delivery to the person is not available, for

delivery as promptly as practicable, to the person at an address designated

by the person or at the last-known address of the person;

(3) When handed to the person;

(4) When left at the office of the person with a clerk or other person in charge of

the office or:

(a) If there is no one in charge, when left in a conspicuous place in the

office; or

(b) If the office is closed or the person to be notified has no office, when

left at the dwelling house or usual place of abode of the person with

some person of suitable age and discretion then residing there;

(5) When given by a form of electronic communication consented to by the

person to whom the notice is given if by:

(a) Facsimile communication, when directed to a telephone number at

which the person has consented to receive notice;

(b) Electronic mail, when directed to an electronic mail address at which

the person has consented to receive notice; or

(c) Posting on an electronic network on which the person has consented

to receive notice, together with separate notice to the person of the

specific posting, upon the later of:

[1] The posting; or

[2] The giving of the separate notice; or

(6) When the method is fair and reasonable when all of the circumstances are

considered.

c. Is given by mail when deposited in the United States mail with sufficient postage

affixed.

d. Is given by deposit for delivery when deposited for delivery as provided in

paragraph 2 of subdivision b, after having made sufficient arrangements for

payment by the sender.

e. Is deemed received when it is given.

27. "Officer" means an individual who is eighteen years of age or more and who is:

a. Elected, appointed, or otherwise designated as the president, the treasurer, and

the secretary, however designated, or any other officer pursuant to section

10-33-49; or

b. Deemed elected as an officer pursuant to section 10-33-52.

28. "Organization":

a. Means, whether domestic or foreign, a corporation, limited liability company,

partnership, limited partnership, limited liability partnership, limited liability limited

partnership, business trust, or any other person having a governing statute; but

b. Excludes:

(1) Any nonprofit corporation, whether a domestic nonprofit corporation which is

incorporated under this chapter or a foreign nonprofit corporation which is

incorporated in another jurisdiction; or

(2) Any nonprofit limited liability company, whether a domestic nonprofit limited

liability company which is organized under chapter 10-36 or a foreign

nonprofit limited liability company which is organized in another jurisdiction.

29. "Principal executive office" means:

a. If the corporation has an elected or appointed president, then an office where the

elected or appointed president of the corporation has an office; or

b. If the corporation has no elected or appointed president, then the registered office

of the corporation.

30. "Record" means information that is inscribed on a tangible medium or that is stored in

an electronic or other medium and is retrievable in perceivable form.

31. "Registered office" means the place in this state designated in a corporation's articles

of incorporation or in a foreign corporation's certificate of authority as the registered

office.

32. "Related organization" means an organization that controls, is controlled by, or is

under common control with another organization with control existing if an

organization:

a. Owns, directly or indirectly, at least fifty percent of the ownership interests of

another organization;

b. Has the right, directly or indirectly, to elect, appoint, or remove fifty percent or

more of the voting members of the governing body of another organization; or

c. Has the power, directly or indirectly, to direct or cause the direction of the

management and policies of another organization, whether through the

ownership of voting interests, by contract, or otherwise.

33. "Remote communication" means communication via electronic communication,

conference telephone, videoconference, the internet, or such other means by which

persons not physically present in the same location may communicate with each other

on a substantially simultaneous basis.

34. "Signed" means:

a. That the signature of a person, which may be a facsimile affixed, engraved,

printed, placed, stamped with indelible ink, transmitted by facsimile

telecommunication or electronically, or in any other manner reproduced on the

record with the present intention to authenticate that record; and

b. With respect to a record required by this chapter to be filed with the secretary of

state, that:

(1) The record is signed by a person authorized to do so by this chapter, the

articles, or bylaws, a resolution approved by the directors as required by

section 10-33-42, or the members with voting rights, if any, as required by

section 10-33-72; and

(2) The signature and the record are communicated by a method or medium of

communication acceptable by the secretary of state.

35. "Subsidiary" of a specified organization means an organization having more than fifty

percent of the voting power of its ownership interests entitled to vote for directors,

governors, or other members of the governing body of the organization owned directly,

or indirectly, through related organizations, by the specified organization.

36. "Surviving corporation" means the corporation or foreign corporation resulting from a

merger which:

a. May pre-exist the merger; or

b. May be created by the merger.

37. "Vote" includes authorization by written action.

38. "Written action" means:

a. A written record signed by all of the persons required to take the action; or

b. The counterparts of a written record signed by any of the persons taking the

action.

(1) Each counterpart constitutes the action of the persons signing it; and

(2) All the counterparts are one written action by all of the persons signing

them.
N.D. Cent. Code § 10-33-141 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-141
10-33-141. Secretary of state - Enforcement - Penalty - Appeal
Status: in_force

10-33-141. Secretary of state - Enforcement - Penalty - Appeal

1. The secretary of state may administer this chapter.

2. The secretary of state may propound to any corporation or foreign corporation that is

subject to this chapter and to any officer, director, or employee thereof any

interrogatory as may be reasonably necessary and proper to ascertain whether the

corporation has complied with this chapter applicable to the corporation.

a. The interrogatory must be answered within thirty days after mailing or within any

additional time as must be fixed by the secretary of state. The answers to the

interrogatory must be full and complete and must be made in writing and under

oath.

b. If the interrogatory is directed:

(1) To an individual, it must be answered by that individual; or

(2) To a corporation, it must be answered by the president, vice president,

secretary, or assistant secretary of the corporation.

c. The secretary of state need not file any record to which the interrogatory relates

until the interrogatory has been answered, and not then if the answers disclose

that the record is not in conformity with this chapter.

d. The secretary of state shall certify to the attorney general, for action the attorney

general may deem appropriate, an interrogatory and answers thereto, which

discloses a violation of this chapter.

e. Each officer, director, or employee of a corporation or foreign corporation who

fails or refuses within the time provided by subdivision a to answer truthfully and

fully an interrogatory propounded to that person by the secretary of state is guilty

of an infraction.

f. An interrogatory propounded by the secretary of state and the answers are not

open to public inspection. The secretary of state may not disclose any facts or

information obtained from the interrogatory or answers except insofar as may be

permitted by law or insofar as is required for evidence in any criminal proceedings

or other action by this state.

3. If the secretary of state rejects any record required by this chapter to be approved by

the secretary of state before the record may be filed, then the secretary of state shall

give written notice of the rejection to the person that delivered the record, specifying

the reasons for rejection.

a. Within thirty days after the service of the notice of denial, the corporation or

foreign corporation as the case may be, may appeal to the district court in the

judicial district serving Burleigh County by filing with the clerk of the court a

petition setting forth a copy of the record sought to be filed and a copy of the

written rejection of the record by the secretary of state.

b. The matter must be tried de novo by the court. The court shall either sustain the

action of the secretary of state or direct the secretary of state to take the action

the court determines proper.

4. If the secretary of state dissolves a corporation or revokes the certificate of authority to

conduct activities in this state of any foreign corporation, pursuant to section

10-33-141.3, the corporation or foreign corporation may appeal to the district court in

the judicial district serving Burleigh County by filing with the clerk of the court a petition

including:

a. A copy of the corporation's articles of incorporation and a copy of the notice of

dissolution given by the secretary of state; or

b. A copy of the foreign corporation's certificate of authority to conduct activities in

this state and a copy of the notice of revocation given by the secretary of state.

The matter must be tried de novo by the court. The court shall sustain the action

of the secretary of state or shall direct the secretary of state to take the action the

court determines proper.

5. If the court order sought is one for reinstatement of a corporation that has been

dissolved as provided in subsection 5 of section 10-33-139, or for reinstatement of the

certificate of authority of a foreign corporation that has been revoked as provided in

subsection 6 of section 10-33-139, then together with any other actions the court

deems proper, any such order which reverses the decision of the secretary of state

shall require the corporation or foreign corporation to:

a. File the most recent past-due annual report;

b. Pay the fees to the secretary of state for all past-due annual reports as provided

in subdivision q of subsection 1 of section 10-33-140; and

c. Pay the reinstatement fee to the secretary of state as provided in subdivision q of

subsection 1 of section 10-33-140.

6. Appeals from all final orders and judgments entered by the district court under this

section in review of any ruling or decision of the secretary of state may be taken as in

other civil actions.
N.D. Cent. Code § 10-19.1-37 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-37
10-19.1-37. Compensation of directors
Status: in_force

10-19.1-37. Compensation of directors

Subject to any limitations in the articles or bylaws, the board may fix the compensation of

directors.
N.D. Cent. Code § 10-04-21 — ND Code / Title 10 / Chapter 10-04 / Section 10-04-21
10-04-21. Restitution assistance fund - Continuing appropriation
Status: in_force

10-04-21. Restitution assistance fund - Continuing appropriation

1. As used in this section:

a. "Claimant" means an individual who meets the definition of eligible adult under

section 10-04-08.5 and files an application for restitution assistance under this

section. The term includes the named party, the executor of a named party, the

heirs and assignees of a named party, or any other individual with lawful authority

to act for or on behalf of the named party in a restitution award in a final order.

b. "Final order" means an order issued by the commissioner under this chapter or a

final order issued by the court in a legal action initiated by the commissioner

under this chapter.

c. "Securities violation" means a violation of any provision of this chapter, or any

rule or order issued by the commissioner under this chapter.

d. "Victim" means an individual who meets the definition of an eligible adult under

section 10-04-08.5 and is awarded restitution in a final order.

2. A special fund is established in the state treasury and is designated as the restitution

assistance fund for eligible adult victims. The commissioner shall deposit up to one

million dollars per biennium from the department's revenue into the fund. The moneys

in the fund are appropriated on a continuing basis to the commissioner to provide

restitution assistance for victims who have not received full restitution from a final

order before the application for restitution assistance is due.

3. An individual is eligible for restitution assistance if the individual:

a. Is a resident of the state who is a victim of a securities violation committed in this

state or other jurisdiction, including a foreign country, if the jurisdiction does not

offer assistance substantially similar to the assistance offered under this section.

b. Is a nonresident who is a victim of a securities violation committed in this state if

the nonresident's home state offers residents of this state substantially similar

assistance as offered under this section.

c. Submits an application, in the manner prescribed by the commissioner, for

restitution assistance within two years of the date of the final order, except the

commissioner may grant an extension of time for submission of an application for

restitution assistance upon a showing of good cause by the claimant.

4. The commissioner may award the lesser of fifty thousand dollars or fifty percent of the

amount of unpaid restitution awarded in the final order to a claimant. An award of

restitution assistance may be made only to one claimant per victim. The commissioner

may waive any limitations on payment upon a showing of good cause.

5. The commissioner may not award restitution assistance if:

a. The victim sustained the monetary injury as a result of:

(1) Participating or assisting in a securities violation; or

(2) Attempting or committing a securities violation; or

b. The victim profited or would have profited from a securities violation.

6. A claimant convicted of any crime deemed relevant by the commissioner in connection

to a claim made under this section shall forfeit any restitution assistance awarded to

the claimant.

7. The commissioner may bring a civil action to recover funds awarded to a claimant

convicted of any crime deemed relevant by the commissioner in connection with a

claim under this section.

8. If the commissioner overturns a final order or a final order is overturned on appeal

after restitution assistance has been made to a claimant, the commissioner may issue

an order to recover the restitution assistance.

9. The department is subrogated to the rights of the claimant awarded restitution

assistance. The subrogation rights are against the individual ordered to pay restitution

to the victim for the securities violation. In addition, the commissioner is entitled to a

lien in the amount of the award on a recovery made by or on behalf of the victim. The

commissioner may recover the amount in a separate action or intervene in an action

brought by or on behalf of the victim.

10. A claimant shall refund to the commissioner any amount of restitution received if the

combined total of the restitution assistance exceeds the restitution awarded in the final

order. Any moneys recovered by the commissioner under subsections 7, 8, and 9 must

be returned to the fund.

11. The commissioner may suspend payment of claims or prorate payment of claims until

such a time the commissioner determines a sufficient balance has been restored to the

fund if payment of restitution assistance would result in a fund balance below one

hundred thousand dollars.

12. Restitution assistance awarded by the commissioner under this section is not subject

to execution, attachment, garnishment, or other process, except those executions,

attachments, garnishments, or other processes brought by or on behalf of the state.

13. The commissioner may adopt rules pursuant to chapter 28-32 to carry out this section.
N.D. Cent. Code § 10-33-45 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-45
10-33-45. Standard of conduct for directors
Status: in_force

10-33-45. Standard of conduct for directors

1. A director shall discharge the duties of the position of director in good faith, in a

manner the director reasonably believes to be in the best interests of the corporation,

and with the care an ordinarily prudent person in a like position would exercise under

similar circumstances. A person who so performs those duties is not liable by reason

of being or having been a director of the corporation.

2. A director is entitled to rely on information, opinions, reports, or statements, including

financial statements and other financial data, in each case prepared or presented by:

a. One or more officers or employees of the corporation whom the director

reasonably believes to be reliable and competent in the matters presented;

b. Counsel, public accountants, or other persons as to matters that the director

reasonably believes are within the person's professional or expert competence;

or

c. A committee of the board upon which the director does not serve, duly

established in accordance with section 10-33-44 as to matters within its

designated authority, if the director reasonably believes the committee to merit

confidence.

3. Subsection 2 does not apply to a director who has knowledge concerning the matter in

question that makes the reliance otherwise permitted by subsection 2 unwarranted.

4. A director who is present at a meeting of the board when an action is approved by the

affirmative vote of a majority of the directors present is presumed to have assented to

the action approved, unless the director:

a. Objects at the beginning of the meeting to the transaction of business because

the meeting is not lawfully called or convened and does not participate in the

meeting, in which case the director may not be considered to be present at the

meeting for any purpose of this chapter;

b. Votes against the action at the meeting; or

c. Is prohibited from voting on the action:

(1) By the articles;

(2) By the bylaws;

(3) As the result of the decision to approve, ratify, or authorize a transaction

pursuant to section 10-33-46; or

(4) By a conflict of interest policy adopted by the board.

5. A director, regardless of how identified, is not considered to be a trustee with respect

to the corporation or with respect to property held or administered by the corporation,

including without limit, property that may be subject to restrictions imposed by the

donor or transferor of the property.
N.D. Cent. Code § 10-15-52 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-52
10-15-52. Foreign cooperative authority
Status: in_force

10-15-52. Foreign cooperative authority

Upon issuance of the secretary of state's certificate of authority, a foreign cooperative is

entitled to all rights, exemptions, and privileges of a cooperative organized for the same

purposes under the laws of this state.
N.D. Cent. Code § 10-35-06 — ND Code / Title 10 / Chapter 10-35 / Section 10-35-06
10-35-06. Board of directors
Status: in_force

10-35-06. Board of directors

1. The articles or bylaws of a publicly traded corporation may not fix a term for directors

longer than one year.

2. The articles or bylaws of a publicly traded corporation may not stagger the terms of

directors into groups whose terms end at different times.

3. The size of the board of a publicly traded corporation may not be changed at a time

when:

a. The board has notice that there will be a contested election of directors at the

next regular or special meeting of the shareholders; or

b. The shareholders do not have the right to nominate candidates for election at the

next regular meeting of the shareholders under a provision of the articles or

bylaws adopted pursuant to section 10-35-07.

4. The board of a publicly traded corporation must elect one of its members as the chair

of the board who shall preside at meetings of the board and perform such other

functions as may be provided in the articles or bylaws or by resolution of the board.

The chair of the board may not serve as an executive officer of the corporation.
N.D. Cent. Code § 10-19.1-88 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-88
10-19.1-88. Procedures for asserting dissenters' rights
Status: in_force

10-19.1-88. Procedures for asserting dissenters' rights

1. For purposes of this section, the terms defined in this subsection have the meanings

given them.

a. "Corporation" means the issuer of the shares held by a dissenter before the

corporate action referred to in subsection 1 of section 10-19.1-87 or the

successor by merger of that issuer.

b. "Fair value of the shares" means the value of the shares of a corporation

immediately before the effective date of a corporate action referred to in

subsection 1 of section 10-19.1-87.

c. "Interest" means interest commencing five days after the effective date of the

corporate action referred to in subsection 1 of section 10-19.1-87, up to and

including the date of payment, calculated at the rate provided in section 28-20-34

for interest on verdicts and judgments.

2. If a corporation calls a shareholder meeting at which any action described in

subsection 1 of section 10-19.1-87 is to be voted upon, the notice of the meeting shall

inform each shareholder of the right to dissent and shall include a copy of section

10-19.1-87 and this section.

3. If the proposed action must be approved by the shareholders, and the corporation

calls a meeting of shareholders, then a shareholder who is entitled to dissent under

section 10-19.1-87 and who wishes to exercise dissenter's rights shall file with the

corporation before the vote on the proposed action a written notice of intent to demand

the fair value of the shares owned by the shareholder and may not vote the shares in

favor of the proposed action.

4. After the proposed action has been approved by the board and, if necessary, the

shareholders, the corporation shall send to all shareholders who have complied with

subsection 3, to all shareholders who did not sign or consent to a written action that

gave effect to the action creating the right to obtain payment under section 10-19.1-87,

and to all shareholders entitled to dissent if no shareholder vote was required, a notice

that contains:

a. The address to which a demand for payment and share certificates must be sent

in order to obtain payment and the date by which they must be received;

b. A form to be used to certify the date on which the shareholder, or the beneficial

owner on whose behalf the shareholder dissents, acquired the shares or an

interest in them and to demand payment; and

c. A copy of section 10-19.1-87 and this section.

5. In order to receive the fair value of shares, a dissenting shareholder must demand

payment and deposit certificated shares within thirty days after the notice required by

subsection 4 was given, but the dissenter retains all other rights of a shareholder until

the proposed action takes effect.

6. After the corporate action takes effect, or after the corporation receives a valid demand

for payment, whichever is later, the corporation shall remit, to each dissenting

shareholder who has complied with subsections 3, 4, and 5, the amount the

corporation estimates to be the fair value of the shares, plus interest, accompanied by:

a. The corporation's closing balance sheet and statement of income for a fiscal year

ending not more than sixteen months before the effective date of the corporate

action, together with the latest available interim financial statements;

b. An estimate by the corporation of the fair value of the shares and a brief

description of the method used to reach the estimate; and

c. A copy of section 10-19.1-87 and this section.

7. The corporation may withhold the remittance described in subsection 6 from a person

who was not a shareholder on the date the action dissented from was first announced

to the public or who is dissenting on behalf of a person who was not a beneficial owner

on that date. If the dissenter has complied with subsections 3, 4, and 5, the

corporation shall forward to the dissenter the materials described in subsection 6, a

statement of the reason for withholding the remittance, and an offer to pay to the

dissenter the amount listed in the materials if the dissenter agrees to accept the

amount in full satisfaction. The dissenter may decline the offer and demand payment

under subsection 9. Failure to do so entitles the dissenter only to the amount offered. If

the dissenter makes demand, subsections 10 and 11 apply.

8. If the corporation fails to remit within sixty days of the deposit of certificates, it shall

return all deposited certificates. However, the corporation may again give notice under

subsections 4 and 5 and require deposit at a later time.

9. If a dissenter believes that the amount remitted under subsections 6, 7, and 8 is less

than the fair value of the shares plus interest, the dissenter may give written notice to

the corporation of the dissenter's own estimate of the fair value of the shares plus

interest, within thirty days after the corporation mails the remittance under

subsections 6, 7, and 8, and demand payment of the difference. Otherwise, a

dissenter is entitled only to the amount remitted by the corporation.

10. If the corporation receives a demand under subsection 9, it shall, within sixty days

after receiving the demand, either pay to the dissenter the amount demanded or

agreed to by the dissenter after a discussion with the corporation or file in court a

petition requesting that the court determine the fair value of the shares plus interest.

The petition shall be filed in the county in which the registered office of the corporation

is located, except that a surviving foreign corporation that receives a demand relating

to the shares of a constituent corporation shall file the petition in the county in this

state in which the last registered office of the constituent corporation was located. The

petition shall name as parties all dissenters who have demanded payment under

subsection 9 and who have not reached agreement with the corporation. The

corporation, after filing the petition, shall serve all parties with a summons and copy of

the petition under the North Dakota Rules of Civil Procedure. The residents of this

state may be served by registered mail or by publication as provided by law. Except as

otherwise provided, the North Dakota Rules of Civil Procedure apply to the

proceeding. The jurisdiction of the court is plenary and exclusive. The court may

appoint appraisers, with powers and authorities the court deems proper, to receive

evidence on and recommend the amount of the fair value of the shares. The court

shall determine whether the shareholder or other shareholders in question have fully

complied with the requirements of this section, and shall determine the fair value of the

shares, taking into account any and all factors the court finds relevant, computed by

any method or combination of methods that the court, in its discretion, sees fit to use,

whether or not used by the corporation or by a dissenter. The fair value of the shares

as determined by the court is binding on all shareholders, wherever located. A

dissenter is entitled to judgment for the amount by which the fair value of the shares as

determined by the court, plus interest, exceeds the amount, if any, remitted under

subsections 6, 7, and 8, but shall not be liable to the corporation for the amount, if any,

by which the amount, if any, remitted to the dissenter under subsections 6, 7, and 8

exceeds the fair value of the shares as determined by the court, plus interest.

11. The court shall determine the costs and expenses of a proceeding under

subsection 10, including the reasonable expenses in compensation of any appraisers

appointed by the court, and shall assess those costs and expenses against the

corporation, except that the court may assess part or all of those costs and expenses

against a dissenter whose action in demanding payment under subsection 9 is found

to be arbitrary, vexatious, or not in good faith.

12. If the court finds that the corporation has failed to comply substantially with this

section, the court may assess all fees and expenses of any experts or attorneys as the

court deems equitable. These fees and expenses may also be assessed against a

person who has acted arbitrarily, vexatiously, or not in good faith in bringing the

proceeding, and may be awarded to a party injured by those actions.

13. The court may award, in its discretion, fees and expenses to an attorney for the

dissenters out of the amount awarded to the dissenters, if any.
N.D. Cent. Code § 10-19.1-102.1 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-102.1
10-19.1-102.1. Continuance of corporate authority
Status: in_force

10-19.1-102.1. Continuance of corporate authority

When an act or record is considered necessary or appropriate to evidence the vesting of

property or other rights in the single corporation, the persons with authority to do so under the

articles, bylaws, or member-control agreement of each constituent organization shall do the act

or sign and deliver the record and for this purpose, the existence of the constituent

organizations and the authority of those persons is continued.
N.D. Cent. Code § 10-35-12 — ND Code / Title 10 / Chapter 10-35 / Section 10-35-12
10-35-12. Regular meeting of shareholders
Status: in_force

10-35-12. Regular meeting of shareholders

1. Unless directors are elected by consent in lieu of a regular meeting as provided in

subsection 5 of section 10-35-09, a publicly traded corporation must hold a meeting of

shareholders annually for the election of directors and the conduct of such other

business as may be properly brought before the meeting by the board or the

shareholders.

2. The articles or bylaws of a publicly traded corporation must state the latest date in

each calendar year by which the regular meeting of shareholders must be held. The

date so fixed by the articles or bylaws may not be later than one hundred eighty days

after the end of the prior fiscal year of the corporation.

3. Any shareholder of a publicly traded corporation may demand a regular meeting of

shareholders under subsection 2 of section 10-19.1-71 or apply for an order of court

directing the holding of a regular meeting of shareholders under section 10-19.1-72.1,

in each case without regard to the percentage of the voting power held by the

shareholder.

4. An amendment of the bylaws of a publicly traded corporation that changes the latest

date by which the regular meeting of shareholders must be held may not take effect

until after the regular meeting has been held for the year during which the amendment

is adopted, unless the amendment has been approved by the shareholders.

5. The committee of the board of a publicly traded corporation that has authority to set

the compensation of executive officers must report to the shareholders at each regular

meeting of shareholders on the compensation of the corporation's executive officers.

The shareholders that are entitled to vote for the election of directors shall also be

entitled to vote on an advisory basis on whether they accept the report of the

committee.
N.D. Cent. Code § 10-33-30 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-30
10-33-30. Terms of directors
Status: in_force

10-33-30. Terms of directors

1. With respect to length of terms:

a. Directors are elected or appointed and hold office for fixed terms provided for in

the articles or bylaws. A fixed term of a director, other than an ex officio director,

may not exceed ten years. If the articles or bylaws do not provide for a fixed term,

the term is one year. An ex officio director serves as long as the director holds the

office or position designated in the articles or bylaws.

b. Unless the articles or bylaws provide otherwise, a director holds office until

expiration of the term for which the director was elected or appointed and until a

successor is elected and qualified, or until the earlier death, resignation, removal,

or disqualification of the director.

c. A decrease in the number of directors or term of office does not shorten an

incumbent director's term.

d. Except as provided in the articles or bylaws, the term of a director filling a

vacancy expires at the end of the unexpired term that the director is filling.

2. The articles or bylaws may provide for staggering the terms of directors by dividing the

total number of directors into groups. The terms of office of the groups need not be

uniform.
N.D. Cent. Code § 10-32.1-39 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-39
10-32.1-39. Management of a limited liability company
Status: in_force

10-32.1-39. Management of a limited liability company

1. A limited liability company is a member-managed limited liability company unless the

operating agreement:

a. Expressly provides that:

(1) The company is or will be "manager-managed" or "board-managed";

(2) The company is or will be "managed by managers" or "managed by a

board"; or

(3) Management of the company is or will be "vested in managers" or "vested in

a board"; or

b. Includes words of similar import.

2. a. Except as provided in subdivision b, in a member-managed limited liability

company, the following rules apply:

(1) The management and conduct of the company are vested in the members.

(2) Each member has equal rights in the management and conduct of the

activities of the company.

(3) A difference arising among members as to a matter in the ordinary course of

the activities of the company may be decided by a majority of the members.

(4) An act outside the ordinary course of the activities of the company may be

undertaken only with the consent of all members, except member consent is

not required for the grant of a lien on or security interest in all or

substantially all of the company's property and assets, whether in the usual

and regular course of the company's business, or for the transfer of any or

all of the company's property to an organization, all of the ownership

interests that are directly or indirectly owned through wholly owned

organizations, by the company.

(5) The operating agreement may be amended only with the consent of all

members.

b. Notwithstanding subdivision a, in a member-managed limited liability company

created after July 31, 2017, the following rules apply:

(1) The management and conduct of the company are vested in the members.

(2) Unless otherwise provided in the articles of organization or in an operating

agreement, each member possesses voting power in the management and

conduct of the activities of the company in proportion to the interest of the

member in distributions of the limited liability company before dissolution

and winding up.

(3) A difference arising among members as to a matter in the ordinary course of

the activities of the company may be decided by a majority of the voting

power of the transferable interest of the members.

(4) An act outside the ordinary course of the activities of the company may be

undertaken only with the consent of all members.

(5) The operating agreement may be amended only with the consent of all

members.

3. In a manager-managed limited liability company, the following rules apply:

a. Except as otherwise expressly provided in this chapter, any matter relating to the

activities of the company is decided exclusively by the managers.

b. Each manager has equal rights in the management and conduct of the activities

of the company.

c. A difference arising among managers as to a matter in the ordinary course of the

activities of the company may be decided by a majority of the managers.

d. The consent of all members is required to:

(1) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of the

property of the company, with or without the good will, outside the ordinary

course of the activities of the company, except member consent is not

required for the grant of a lien on or security interest in all or substantially all

of the company's property and assets, whether in the usual and regular

course of the company's business, or for the transfer of any or all of the

company's property to an organization, all of the ownership interests that are

directly or indirectly owned through wholly owned organizations, by the

company;

(2) Approve a merger, conversion, or domestication under sections 10-32.1-55

through 10-32.1-71;

(3) Undertake any other act outside the ordinary course of the activities of the

company; or

(4) Amend the operating agreement.

e. A manager may be chosen at any time by the consent of a majority of the

members and remains a manager until a successor has been chosen, unless the

manager at an earlier time resigns, is removed, or dies, or, in the case of a

manager that is not an individual, terminates. A manager may be removed at any

time by the consent of a majority of the members without notice or cause.

f. A person need not be a member to be a manager, but the dissociation of a

member that is also a manager removes the person as a manager. If a person

that is both a manager and a member ceases to be a manager, that cessation

does not by itself dissociate the person as a member.

g. The ceasing of a person to be a manager does not discharge any debt,

obligation, or other liability to the limited liability company or members which the

person incurred while a manager.

4. In a board-managed limited liability company, the following rules apply:

a. The activities and affairs of a limited liability company are to be managed by and

under the direction of a board of governors, which shall consist of one or more

governors as determined by members holding a majority of the voting power of

the members. Except as specifically stated in this subsection and in

subsection 11 of section 10-32.1-21 and subject to section 10-32.1-24:

(1) The board acts only through an act of the board;

(2) No individual governor has any right or power to act for the limited liability

company; and

(3) Only officers, managers, or other agents designated by the board or through

a process approved by the board have the right to act for the limited liability

company, and that right extends only to the extent consistent with the terms

of the designation.

b. A governor must be an individual. An individual need not be a member to be a

governor, but the dissociation of a member who is an individual and who also a

governor disqualifies the individual as a governor. If an individual who is both a

governor and a member ceases to be a governor, that cessation does not by itself

dissociate the individual as a member. The ceasing of an individual to be a

governor does not discharge any debt, obligation, or other liability to the limited

liability company or members which the individual incurred while a governor.

c. The method of election and any additional qualifications for governors will be as

determined by members holding a majority of the voting power of the members.

Governors are elected by a plurality of the voting power present and entitled to

vote on the election of governors at a duly called or held meeting at which a

quorum is present.

d. A member may waive notice of a meeting for the election of governors. The

waiver of notice by a member under this subdivision is effective whether given

before, at, or after the meeting, and whether given in a record, orally, or by

attendance. Attendance by a member at a meeting for election of governors is a

waiver of notice of that meeting, except where the member objects at the

beginning of the meeting to the transaction of business because the meeting is

not lawfully called or convened and does not participate in the meeting after the

objection.

e. Once elected, a governor holds office for the term for which the governor was

elected and until a successor is elected, or until the earlier death, resignation,

disqualification, or removal of the governor. A governor may resign at any time. A

governor may be removed at any time, without cause and without advance

notice, by a majority of the voting power of all of the members. The existence of

vacancies does not affect the power of the board to function if at least one

governor remains in office.

f. When a vacancy occurs, the limited liability company shall immediately notify all

members in a record of the vacancy, stating the cause of the vacancy and the

date the notice is sent. Within thirty days of that date, the members may fill the

vacancy in the same method the members may elect governors under

subdivision c. If the vacancy is not filled by the members under this subdivision,

then the vacancy may be filled by the affirmative vote of a majority of the

remaining governors, even though less than a quorum.

g. The board shall meet from time to time as determined by members holding a

majority of the voting power of the members, at a place decided by the board. If

the day or date, time, and place of a board of governors meeting have been

provided in a board resolution, or announced at a previous meeting of the board

of governors, then no notice is required. Notice of an adjourned meeting need not

be given other than by announcement at the meeting at which adjournment is

taken. If notice is required for a meeting, then notice shall be made in the manner

stated in subdivision h.

h. A governor may call a board meeting by giving at least ten days' notice in a

record to all governors of the date, time, and place of the meeting. The notice

need not state the purpose of the meeting. As to each governor, the notice is

effective when given.

i. "Notice" shall be determined as provided in subsection 35 of section 10-32.1-02.

j. A governor may waive notice of a meeting of the board of governors. A waiver of

notice by a governor entitled to notice is effective whether given before, at, or

after the meeting, and whether given in a record, orally, or by attendance.

Attendance by a governor at a meeting is a waiver of notice of that meeting,

except where the governor objects at the beginning of the meeting to the

transaction of business because the meeting is not lawfully called or convened

and does not participate in the meeting after the objection.

k. A majority of the governors currently holding office is a quorum for the transaction

of business. When a quorum is present at a duly called or held meeting of the

board, the vote of a majority of the directors present constitutes an act of the

board. If a quorum is present when a duly called or held meeting is convened,

then the governors present may continue to transact business until adjournment,

even though the withdrawal of a number of governors originally present leaves

less than the proportion or number otherwise required for a quorum.

l. Any meeting among governors may be conducted solely by one or more means

of remote communication through which all of the governors may participate with

each other during the meeting, if the number of governors participating in the

meeting would be sufficient to constitute a quorum. Participation in a meeting

through remote communication constitutes presence in person at the meeting.

m. A governor may participate in a board of governors meeting by means of remote

communication, through which the governor, other governors so participating, and

all governors physically present at the meeting may participate with each other

during the meeting. Participation in a meeting through remote communication

constitutes presence in person at the meeting.

n. An action required or permitted to be taken at a board meeting may be taken by

written action signed by the number of governors that would be required to take

the same action at a meeting of the board of governors at which all governors

were present. The written action is effective when signed by the required number

of governors, unless a different effective time is provided in the written action.

When written action is permitted to be taken by less than all governors, then all

governors must be notified immediately of its text and effective date. Failure to

provide the notice does not invalidate the written action. A governor who does not

sign or consent to the written action has no liability for the action or actions taken

by the written action.

o. If the board designates a person as "chief manager", "president", "chief executive

officer", or another title of similar import, then that person shall:

(1) Serve as an agent of the limited liability company at the will of the board,

without prejudice to any rights the person may have under a contract with

the limited liability company;

(2) Have general active management of the business of the limited liability

company, subject to the supervision and control of the board;

(3) See that all orders and resolutions of the board of governors are carried into

effect;

(4) Sign and deliver in the name of the limited liability company any deeds,

mortgages, bonds, contracts, or other instruments pertaining to the business

of the limited liability company, except in cases in which the authority to sign

and deliver is required by law to be exercised by another person or is

expressly delegated by the board of governors to some other officer or

agent of the limited liability company;

(5) Maintain records of and, whenever necessary, certify all proceedings of the

board of governors and the members; and

(6) Perform other duties prescribed by the board of governors.

p. If the board designates a person as "treasurer", "chief financial officer", or another

title of similar import, then that person shall:

(1) Serve as an agent of the limited liability company at the will of the board,

without prejudice to any rights the person may have under a contract with

the limited liability company;

(2) Keep accurate financial records for the limited liability company;

(3) Deposit all money, drafts, and checks in the name of and to the credit of the

limited liability company in the banks and depositories designated by the

board of governors;

(4) Endorse for deposit all notes, checks, and drafts received by the limited

liability company as ordered by the board of governors, making proper

vouchers for them;

(5) Disburse limited liability company funds and issue checks and drafts in the

name of the limited liability company, as ordered by the board of governors;

(6) Give to the chief executive officer and the board of governors, whenever

requested, an account of all transactions by the chief financial officer and of

the financial condition of the limited liability company; and

(7) Perform other duties prescribed by the board of governors or by the chief

executive officer.

q. The consent of all members is required to:

(1) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of the

property of the company, with or without the good will, outside the ordinary

course of the activities of the company, except member consent is not

required for the grant of a lien on or security interest in all or substantially all

of the company's property and assets, whether in the usual and regular

course of the company's business, or for the transfer of any or all of the

company's property to an organization, all of the ownership interests that are

directly or indirectly owned through wholly owned organizations, by the

company;

(2) Approve a merger, conversion, or domestication under sections 10-32.1-55

through 10-32.1-71; and

(3) Amend the operating agreement.

r. Subject to subsection 4 of section 10-32.1-05, for purposes of this subsection,

each member possesses voting power in proportion to the interest of the member

in distributions of the limited liability company before dissolution and a majority of

the voting power of the members is a quorum at a meeting of the members.

5. Any member may demand a meeting of the members to take action requiring consent

of members under this chapter upon not less than twenty days' notice to each member

in a record of the date and time of the meeting. Any meeting held upon member notice

shall be held at the principal executive office of the limited liability company if located

within this state, and at the registered office if the principal executive office is not

located within the state. Any action requiring the consent of members under this

chapter may be taken or approved without a meeting by the written consent of the

members holding the voting power required to take such action at a duly called

meeting at which all members were present. A member may appoint a proxy or other

agent to consent or otherwise act for the member by signing an appointing record,

personally or by the agent of the member.

6. The dissolution of a limited liability company does not affect the applicability of this

section. However, a person that wrongfully causes dissolution of the company loses

the right to participate in management in any capacity.

7. This chapter does not entitle a member to remuneration for services performed for a

member-managed limited liability company, except for reasonable compensation for

services rendered in winding up the activities of the company.
N.D. Cent. Code § 10-19.1-79 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-79
10-19.1-79. Voting of shares by organizations and legal representatives
Status: repealed

10-19.1-79. Voting of shares by organizations and legal representatives

Repealed by S.L. 1997, ch. 103, § 248.
N.D. Cent. Code § 10-19.1-38 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-38
10-19.1-38. Classification of directors
Status: in_force

10-19.1-38. Classification of directors

Directors may be divided into classes as provided in the articles or bylaws.
N.D. Cent. Code § 10-32.1-47 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-47
10-32.1-47. Power of a member to dissociate - Wrongful dissociation
Status: in_force

10-32.1-47. Power of a member to dissociate - Wrongful dissociation

1. A person has the power to dissociate as a member at any time, rightfully or wrongfully,

by withdrawing as a member by express will under subsection 1 of section 10-32.1-48.

2. The dissociation of a person from a limited liability company is wrongful only if the

dissociation:

a. Is in breach of an express provision of the operating agreement; or

b. Occurs before the termination of the company and:

(1) The person withdraws as a member by express will;

(2) The person is expelled as a member by judicial order under subsection 5 of

section 10-32.1-48;

(3) The person is dissociated under subdivision a of subsection 7 of section

10-32.1-48, by becoming a debtor in bankruptcy; or

(4) In the case of a person that is not a trust other than a business trust, an

estate, or an individual, the person is expelled or otherwise dissociated as a

member because it willfully dissolved or terminated.

3. A person that wrongfully dissociates as a member is liable to the limited liability

company and, subject to section 10-32.1-33, to the other members for damages

caused by the dissociation. The liability is in addition to any other debt, obligation, or

other liability of the member to the company or the other members.
N.D. Cent. Code § 10-01.1-15 — ND Code / Title 10 / Chapter 10-01.1 / Section 10-01.1-15
10-01.1-15. Jurisdiction and venue
Status: in_force

10-01.1-15. Jurisdiction and venue

The appointment or maintenance in this state of a registered agent does not by itself create

the basis for personal jurisdiction over the represented entity in this state. The address of the

agent does not determine venue in an action or proceeding involving the entity.
N.D. Cent. Code § 10-33-01.1 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-01.1
10-33-01.1. Legal recognition of electronic records and electronic signatures
Status: in_force

10-33-01.1. Legal recognition of electronic records and electronic signatures

For purposes of this chapter:

1. A record or signature may not be denied legal effect or enforceability solely because it

is in electronic form;

2. A contract may not be denied legal effect or enforceability solely because an electronic

record was used in its formation;

3. If a provision requires a record to be in writing, an electronic record satisfies the

requirement; and

4. If a provision requires a signature, an electronic signature satisfies the requirement.
N.D. Cent. Code § 10-33-42 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-42
10-33-42. Act of the board
Status: in_force

10-33-42. Act of the board

The board shall take action by the affirmative vote of a majority of directors with voting rights

present and entitled to vote at a duly held meeting, unless this chapter or the articles or bylaws

require the affirmative vote of a larger proportion or number.
N.D. Cent. Code § 10-15-32 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-32
10-15-32. Disposition of assets - Right to secure debts
Status: in_force

10-15-32. Disposition of assets - Right to secure debts

1. Except as authorized by the members, the board may not dispose of all or

substantially all of a cooperative's fixed assets. At any meeting the members may

authorize the disposition of all or substantially all of a cooperative's fixed assets if:

a. Notice that such disposition will be considered at such meeting has been given to

all persons entitled to vote thereon.

b. Such disposition has been approved by three-fourths of those voting at the

meeting.

2. Unless the bylaws provide otherwise, the board may secure payment of a

cooperative's debts by mortgaging the cooperative's rights, privileges, authority and

franchises, revenues, and other property.
N.D. Cent. Code § 10-19.1-145 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-145
10-19.1-145. Foreign corporation - Service of process
Status: in_force

10-19.1-145. Foreign corporation - Service of process

Service of process on a foreign corporation must be as provided in section 10-01.1-13.
N.D. Cent. Code § 10-15-53.2 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-53.2
10-15-53.2. Secretary of state - Involuntary dissolution - Revocation of certificate of authority
Status: in_force

10-15-53.2. Secretary of state - Involuntary dissolution - Revocation of certificate of

authority.

1. With respect to involuntary dissolution of a cooperative by the secretary of state:

a. A cooperative may be involuntarily dissolved by the secretary of state if:

(1) The cooperative has failed to:

(a) File with the secretary of state its annual report or any other record

required to be filed with the secretary of state under this chapter

together with the fees provided in section 10-15-54; or

(b) Appoint and maintain a registered agent and registered office as

provided in section 10-15-12; or

(2) A misrepresentation has been made of any material matter in any

application, report, affidavit, or other record submitted by the cooperative

pursuant to this chapter.

b. A cooperative that fails to file its annual report, together with the fees provided in

section 10-15-54, before April first of the year following the year it is found to be

not in good standing ceases to exist and is considered involuntarily dissolved by

operation of law.

(1) The secretary of state shall note the dissolution of the certificate of

incorporation of the cooperative on the records of the secretary of state and

shall give notice of the action to the dissolved cooperative.

(2) Notice by the secretary of state must be mailed to the cooperative to its

principal office.

(3) The decision of the secretary of state that the cooperative has been

involuntarily dissolved under this subsection is final.

(4) A cooperative that was dissolved for failure to file an annual report may be

reinstated as provided in subsection 1 of section 10-15-53.3.

c. Except for dissolution of a cooperative for failure to file the annual report as

provided in section 10-15-53.1, a cooperative may not be dissolved by the

secretary of state unless:

(1) The secretary of state has given the cooperative not less than sixty days'

notice by mail addressed to its principal office; and

(2) During the sixty-day period, the cooperative has failed to:

(a) File the report of change as provided in chapter 10-01.1 regarding the

registered office or the registered agent;

(b) File any other required record; or

(c) Correct the misrepresentation.

d. Upon expiration of sixty days after the mailing of the notice, the existence of the

cooperative ceases. The secretary of state shall issue a notice of dissolution and

shall mail the notice to the cooperative to its principal office.

2. With respect to the revocation of a certificate of authority of a foreign cooperative by

the secretary of state:

a. The certificate of a foreign cooperative to transact business in this state may be

revoked by the secretary of state if:

(1) The foreign cooperative has failed to:

(a) File with the secretary of state its annual report or any other record

required to be filed with the secretary of state under this chapter

together with the fees provided in section 10-15-54;

(b) Appoint and maintain a registered agent and registered office as

provided in section 10-15-12;

(c) File with the secretary of state any amendment to its application for a

certificate of authority as provided in section 10-15-52.3;

(d) File with the secretary of state any merger as provided in section

10-15-52.1; or

(e) File with the secretary of state an application for certificate of

withdrawal of its authority as provided in section 10-15-52.4 when the

existence of the foreign cooperative has expired or the foreign

cooperative has been dissolved in the jurisdiction of the foreign

cooperative; or

(2) A misrepresentation has been made of any material matter in any

application, report, affidavit, or other record submitted by the foreign

cooperative pursuant to this chapter.

b. A foreign cooperative that fails to file its annual report, together with the fees

provided in section 10-15-54, before April first of the year following the year it is

found not to be in good standing forfeits its authority to transact business in this

state and its certificate of authority is considered revoked by operation of law.

(1) The secretary of state shall note the revocation of the certificate of authority

of the foreign cooperative on the records of the secretary of state and shall

give notice of the action to the foreign cooperative.

(2) Notice by the secretary of state must be mailed to the last registered agent

of the cooperative at its last registered office in this state or, if the

cooperative failed to maintain a registered agent in this state, mailed to its

principal office.

(3) The decision of the secretary of state that a certificate of authority must be

revoked under this subsection is final.

(4) A foreign cooperative for which authority was forfeited by, and certificate of

authority was revoked by the secretary of state for failure to file an annual

report may be reinstated as provided in subsection 1 of section 10-15-53.3

and may appeal as provided in subsection 2 of section 10-15-53.3.

c. Except for revocation of the certificate of authority for failure to file the annual

report as provided in section 10-15-53.1, a certificate of authority of a foreign

cooperative may not be revoked by the secretary of state unless:

(1) The secretary of state has given the foreign cooperative not less than sixty

days' notice by mail addressed to its registered agent at the registered office

in this state or, if the cooperative failed to maintain a registered agent in this

state, the notice must be mailed to its principal office; and

(2) During the sixty-day period, the foreign cooperative has failed to:

(a) File the report of change as provided in chapter 10-01.1 regarding the

registered office or the registered agent;

(b) File any amendment;

(c) File any merger;

(d) File an application for withdrawal;

(e) File any other required record; or

(f) Correct the misrepresentation.

d. Upon expiration of sixty days after the mailing of the notice, the authority of the

foreign cooperative to transact business in this state ceases. The secretary of

state shall issue a notice of revocation and shall mail the notice to the registered

agent at the registered office in this state or, if the foreign cooperative failed to

maintain a registered agent in this state, the notice must be mailed to its principal

office.

3. If the cooperative or foreign cooperative files its annual report after the notice with the

fee provided for in section 10-15-54 for late filing, the secretary of state shall restore

the certificate of incorporation or authority to good standing. Until restored to good

standing, the secretary of state may not accept for filing any document respecting the

cooperative or foreign cooperative except those incident to its dissolution or

withdrawal.
N.D. Cent. Code § 10-33-32 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-32
10-33-32. Compensation of directors
Status: in_force

10-33-32. Compensation of directors

Subject to any limitations in the articles or bylaws, the board may fix the compensation of

directors.
N.D. Cent. Code § 10-33-98 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-98
10-33-98. Voluntary dissolution by board and members with voting rights
Status: in_force

10-33-98. Voluntary dissolution by board and members with voting rights

1. A corporation may be dissolved by the board and members with voting rights as

provided in this section.

2. The board shall adopt a resolution proposing dissolution of the corporation by the

affirmative vote of a majority of all directors.

a. The resolution must include a plan of dissolution that states to whom the assets

owned or held by the corporation will be distributed after creditors are paid.

b. The plan must comply with the requirements of section 10-33-105.

c. If the board will have discretion in distributing assets, the plan must state that the

assets will be distributed to persons the board subsequently identifies.

d. If there is a member with voting rights, the resolution and plan of dissolution must

be submitted to the members under subsection 3.

3. With respect to approval by members with voting rights:

a. Written notice:

(1) Must be given to each member with voting rights, within the time and in the

manner provided in section 10-33-68 for notice of meetings of members;

and

(2) Whether the meeting is a regular or a special meeting, must state that a

purpose of the meeting is to consider dissolving the corporation.

b. The proposed dissolution must be submitted for approval at a meeting of

members. If the proposed dissolution is approved by the members with voting

rights, the dissolution must be started.
N.D. Cent. Code § 10-19.1-49 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-49
10-19.1-49. Committee of disinterested persons
Status: repealed

10-19.1-49. Committee of disinterested persons

Repealed by S.L. 1993, ch. 54, § 107.
N.D. Cent. Code § 10-30-07 — ND Code / Title 10 / Chapter 10-30 / Section 10-30-07
10-30-07. Board of directors
Status: repealed

10-30-07. Board of directors

1. All the corporate powers of the corporation shall be exercised by a board of not less

than fifteen elected directors who shall be residents of North Dakota and, except in the

case of the first board, representative of the various sections of the state as

determined in the bylaws. The number of directors and their term of office shall be

determined in the bylaws. If any vacancy occurs in the board of directors through

death, resignation, or otherwise, the remaining directors may elect a person to fill the

vacancy until the next annual meeting of the corporation.

2. The first board of directors shall adopt bylaws, which remain effective until amended or

repealed by action of a subsequent board.

3. The first annual meeting shall be held at a date to be fixed by the board of directors as

soon as reasonably possible after a minimum of twenty-five percent of the capital

stock of the corporation shall have been paid into its treasury. The annual meeting

shall be called in the manner provided by the bylaws. At the first annual meeting, and

at each annual meeting thereafter, a majority of the elected directors shall be elected

by a vote of the nonstockholder members of the corporation hereinafter provided for,

and the remaining elected directors shall be elected by a vote of the stockholder

members. The stockholder members shall have one vote for each share of stock. The

nonstockholder members shall each have one vote, and each nonstockholder member

having a loan limit as herein defined of more than ten thousand dollars shall have one

additional vote in such election.
N.D. Cent. Code § 10-32.1-72 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-72
10-32.1-72. Foreign limited liability company - Governing law
Status: in_force

10-32.1-72. Foreign limited liability company - Governing law

1. The law of the state or other jurisdiction under which a foreign limited liability company

is formed governs:

a. The internal affairs of the company; and

b. The liability of a member as member, a manager as manager, and a governor as

governor for the debts, obligations, or other liabilities of the company.

2. A foreign limited liability company may not be denied a certificate of authority by

reason of any difference between the law of the jurisdiction under which the company

is formed and the law of this state.

3. A foreign limited liability company holding a valid certificate of authority in this state

has no greater rights and privileges than a domestic limited liability company. A

certificate of authority does not authorize a foreign limited liability company to engage

in any business or exercise any power that a limited liability company may not engage

in or exercise in this state.
N.D. Cent. Code § 10-04-09 — ND Code / Title 10 / Chapter 10-04 / Section 10-04-09
10-04-09. Suspension or revocation of registration of securities
Status: in_force

10-04-09. Suspension or revocation of registration of securities

The commissioner may revoke the registration of any securities registered under this

chapter if, after a hearing or opportunity for hearing as provided in section 10-04-12, the

commissioner finds that any provisions of this chapter or any rule, order, or condition lawfully

imposed under this chapter has been violated, or if the commissioner finds any of the following:

1. The sale of such securities would work or tend to work a fraud, or deception upon the

purchasers thereof or the public, or that the disposal of the securities is on unfair

terms, or if the plan of business of the applicant appears to be unfair, unjust, or

inequitable.

2. The issuer of such securities is insolvent, or has violated any of the provisions of this

chapter or any order of the commissioner of which such issuer has notice, or does not

conduct its business in accord with law.

3. The issuer of such securities has made any fraudulent representations in any

prospectus or in any circular or other literature that has been distributed concerning

the issuer or its securities.

4. The issuer of such securities has refused to permit an examination into its affairs as

provided in this section or has failed to furnish the commissioner any further

information required pursuant to this section.

5. No action may be brought under this section by the commissioner after ten years from

the date of the alleged violation.

If the commissioner has reasonable grounds to believe that the registration of any securities

registered under this chapter should be revoked upon any ground specified in this section, the

commissioner or the commissioner's agent may conduct an examination into the affairs of the

issuer of such securities; provided, that the commissioner or the commissioner's agent may

conduct such an examination only if the information sought by such examination could not be

obtained from other readily available sources. In making any such examination, the

commissioner or the commissioner's agent shall have access to and may compel the production

of all the books and papers of an issuer and may administer oaths to and examine the officers

and any employees of such issuer as to its business and affairs. They may also require a

balance sheet exhibiting the assets and liabilities of any such issuer or the issuer's income

statement, or both, to be certified to by a certified public accountant. Whenever the

commissioner may deem it necessary in connection with any such examination, the

commissioner may also require such balance sheet or income statement, or both, to be made

more specific in such particulars as the commissioner shall point out or to be brought down to

the latest practicable date. Such examination shall be made at the office of the commissioner,

unless the issuer or a registered dealer requests that the examination be made at some other

place, in which case the person making such request may be required by the commissioner to

advance sufficient funds to pay the actual expenses of such investigation.

If the commissioner has reasonable grounds to believe that the registration of any securities

under this chapter should be revoked on any ground specified in this section, the commissioner

may enter an order suspending the registration of such securities pending an examination into

the affairs of the issuer of such securities or pending a hearing or opportunity for hearing as

provided in section 10-04-12; provided, that no such suspension order shall be effective for

more than thirty days and such an order, if not withdrawn by the commissioner within thirty days,

shall automatically terminate thirty days after the date of its issuance. Such suspension order

shall state specifically the grounds for its issuance. Upon the entry of an order suspending the

registration of any securities or of an order withdrawing a suspension order previously issued,

the commissioner shall send a copy of such order to the issuer of such securities.

If the commissioner finds, after a hearing or opportunity for hearing as provided in section

10-04-12, that there are grounds for revoking the registration of certain securities, the

commissioner may enter in the register of securities an order revoking the registration of such

securities. Such order shall state specifically the grounds for its issuance. Upon the entry of an

order revoking the registration of securities, the commissioner shall send a copy of such order to

the issuer of such securities. No order revoking the registration of securities shall invalidate any

sale of such securities made prior to the entry of such order.
N.D. Cent. Code § 10-19.1-11 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-11
10-19.1-11. Filing of articles of incorporation
Status: in_force

10-19.1-11. Filing of articles of incorporation

An original of the articles of incorporation must be filed with the secretary of state. If the

secretary of state finds that the articles of incorporation conform to law and all fees are paid

under section 10-19.1-147, the secretary of state shall issue a certificate of incorporation to the

incorporators or the incorporators' representative.
N.D. Cent. Code § 10-19.1-02.1 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-02.1
10-19.1-02.1. Reservation of legislative right
Status: reserved

10-19.1-02.1. Reservation of legislative right

The legislative assembly reserves the right to amend or repeal the provisions of this

chapter. A corporation incorporated under or governed by this chapter is subject to this reserved

right.
N.D. Cent. Code § 10-32.1-18 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-18
10-32.1-18. Resignation of registered agent
Status: in_force

10-32.1-18. Resignation of registered agent

The registered agent of every limited liability company may resign in the manner prescribed

by chapter 10-01.1.
N.D. Cent. Code § 10-06.1-19 — ND Code / Title 10 / Chapter 10-06.1 / Section 10-06.1-19
10-06.1-19. Exemption from certain disclosure and other requirements for certain organizations
Status: in_force

10-06.1-19. Exemption from certain disclosure and other requirements for certain

organizations.

Sections 10-06.1-12, 10-06.1-15, 10-06.1-15.2, 10-06.1-17, 10-06.1-17.1, and 10-06.1-18

do not apply to nonprofit organizations or to corporations or limited liability companies such as

banks, trust companies, or foundations serving in a fiduciary capacity as the personal

representative or trustee of an estate or trust for an individual described in subsection 2 of

section 10-06.1-12.
N.D. Cent. Code § 10-33-43 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-43
10-33-43. Action without meeting by directors
Status: in_force

10-33-43. Action without meeting by directors

1. An action required or permitted to be taken at a board meeting may be taken by

written action signed, or consented to by authenticated electronic communication, by

all of the directors. If the articles so provide, any action, other than an action requiring

approval of members with voting rights, may be taken by written action signed, or

consented to by authenticated electronic communication, by the number of directors

that would be required to take the same action at a meeting of the board at which all

directors were present.

2. The written action is effective when signed, or consented to by authenticated electronic

communication, by the required number of directors, unless a different effective time is

provided in the written action.

3. When written action is permitted to be taken by less than all directors, all directors

must be notified immediately of its text and effective date. Failure to provide the notice

does not invalidate the written action. A director who does not sign or consent to the

written action has no liability for the action or actions taken thereby.
N.D. Cent. Code § 10-33-37 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-37
10-33-37. Removal of directors by judicial proceeding
Status: in_force

10-33-37. Removal of directors by judicial proceeding

1. The district court of the county in which the principal executive office of a corporation is

located may remove any director of the corporation from office in a proceeding

commenced either by the corporation, its members holding at least ten percent of the

voting power of any class of shares, or the attorney general, if the court finds:

a. The director engaged in fraudulent or dishonest conduct, or gross abuse of

authority or discretion, with respect to the corporation;

b. That the provisions of subsection 2 of section 10-33-27 have been violated; or

c. Final judgment has been entered finding the director has violated section

10-33-45.

2. The court that removes a director may bar the director from serving on the board for a

period prescribed by the court.

3. If members or the attorney general commence a proceeding under subdivision a of

subsection 1, then the corporation must be made a party defendant.

4. If a corporation or its members commence a proceeding under subsection 1, they

must give the attorney general written notice of the proceeding.
N.D. Cent. Code § 10-33-105 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-105
10-33-105. Distribution of assets
Status: in_force

10-33-105. Distribution of assets

1. In performing the duties under section 10-33-100, the board, or the officers acting

under the direction of the board, shall distribute the assets of the corporation in the

following order of priority:

a. Distribution of assets received and held for a special use or purpose under

subsection 2;

b. Payment of costs and expenses of the dissolution proceedings, including

attorney's fees and disbursements;

c. Payment of debts, obligations, and liabilities of the corporation;

d. Distribution of assets pursuant to articles or bylaws of the dissolving corporation

or the rules or canons of another organization under subsection 3; and

e. Distribution of remaining assets under subsection 4.

2. Assets of the corporation may not be diverted from the uses and purposes for which

the assets have been received and held or from the uses and purposes expressed or

intended by the original donor.

3. When the articles or bylaws of the dissolving corporation, or the rules or canons of

another organization by which the dissolving corporation is bound, provide for a

particular distribution of the assets of the dissolving corporation, the assets must be

distributed accordingly.

4. The distribution of assets held for or devoted to a charitable or public use or purpose is

subject to section 59-20-01.
N.D. Cent. Code § 10-19.1-61.1 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-61.1
10-19.1-61.1. Share dividends, divisions, and combinations
Status: in_force

10-19.1-61.1. Share dividends, divisions, and combinations

1. A corporation may effect a share dividend or a division or combination of its shares as

provided in this section.

2. Articles of amendment must be adopted by the board and the shareholders under

section 10-19.1-19 and, if required, section 10-19.1-20 to effect a division or

combination if, as a result of the proposed division or combination:

a. The rights or preferences of the holders of outstanding shares of any class or

series will be adversely affected; or

b. The percentage of authorized shares of any class or series remaining unissued

after the division or combination will exceed the percentage of authorized shares

of that class or series that were unissued before the division or combination.

3. If a division or combination is effected under this section, articles of amendment must

be prepared that contain the information required by section 10-19.1-21.

4. Subject to the restrictions provided in subsections 2 and 3 or any restrictions in the

articles that state that this subsection does not apply, a share dividend, division, or

combination may be effected by action of the board alone, without the approval of

shareholders under sections 10-19.1-19 and 10-19.1-20. In effecting a division or

combination under this subsection, the board may amend the articles to increase or

decrease the par value of shares, increase or decrease the number of authorized

shares, and make any other change necessary or appropriate to assure that the rights

or preferences of the holders of outstanding shares of any class or series will not be

adversely affected by the division or combination.

5. If a division or combination that includes an amendment of the articles is effected

under subsection 4, articles of amendment must be prepared that contain the

information required by section 10-19.1-21 and a statement that the amendment will

not adversely affect any right or preference of any holder of outstanding shares of any

class or series and will not result in the percentage of authorized shares of any class

or series which remains unissued after the division or combination exceeding the

percentage of authorized shares of that class or series which were unissued before

the division or combination.

6. For purposes of this section, an increase or decrease in the relative voting rights of the

shares that are the subject of the division or combination that arises solely from the

increase or decrease in the number of shares outstanding is not an adverse effect on

the outstanding shares of any class or series and any increase in the percentage of

authorized shares remaining unissued arising solely from the elimination of fractional

shares under section 10-19.1-68 must be disregarded.
N.D. Cent. Code § 10-32.1-87 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-87
10-32.1-87. Secretary of state - Liability for inaccurate information in a filed record
Status: in_force

10-32.1-87. Secretary of state - Liability for inaccurate information in a filed record

1. If a record filed with the secretary of state under this chapter contains inaccurate

information, then a person that suffers a loss by reliance on the information may

recover damages for the loss from:

a. A person that signed the record, or caused another to sign it on behalf of the

person, and knew the information to be inaccurate at the time the record was

signed; and

b. Subject to subsection 2, a member of a member-managed limited liability

company or the manager of a manager-managed limited liability company, if:

(1) The record was filed with the secretary of state on behalf of the company;

and

(2) The member or manager had notice of the inaccuracy for a reasonably

sufficient time before the information was relied upon so that, before the

reliance, the member or manager reasonably could have:

(a) Effected an amendment under section 10-32.1-21;

(b) Filed a petition under section 10-32.1-22; or

(c) Filed a statement of correction under section 10-32.1-88.

2. To the extent that the operating agreement of a member-managed limited liability

company expressly relieves a member of responsibility for maintaining the accuracy of

information contained in records filed with the secretary of state under this chapter and

imposes that responsibility on one or more other members, the liability stated in

subdivision b of subsection 1, applies to those other members and not to the member

that the operating agreement relieves of the responsibility.

3. An individual who signs a record authorized or required to be filed under this chapter

affirms under penalty of perjury that the information stated in the record is accurate.
N.D. Cent. Code § 10-34-09 — ND Code / Title 10 / Chapter 10-34 / Section 10-34-09
10-34-09. Fees
Status: in_force

10-34-09. Fees

The secretary of state shall charge and collect the following fees with respect to real estate

investment trusts:

1. Filing a registration of a real estate investment trust, one hundred ten dollars.

2. Filing any amendment changing the registered agent or registered office, the fee

provided in section 10-01.1-03.

3. Filing a renewal or amendment of registration of a real estate investment trust, forty

dollars.

4. Issuing a certificate of good standing, fifteen dollars.

5. Furnishing a certified copy of any record, instrument, or paper relating to a real estate

investment trust, the fee provided in section 54-09-04 for copying a record and fifteen

dollars for the certificate and affixing the seal thereto.
N.D. Cent. Code § 10-35-25 — ND Code / Title 10 / Chapter 10-35 / Section 10-35-25
10-35-25. Optional restrictions or prohibitions on poison pills
Status: in_force

10-35-25. Optional restrictions or prohibitions on poison pills

1. A provision of the articles or bylaws of a publicly traded corporation may restrict or

prohibit the corporation from adopting, creating, or issuing a poison pill. Such a

provision may provide for the effect it has on a poison pill in force at the time of the

provision's adoption.

2. A provision of the articles or bylaws adopted pursuant to subsection 1 at a time when a

publicly traded corporation has a poison pill in effect must be adopted by the

affirmative vote of a majority of the outstanding shares entitled to vote on adoption of

the provision. In every other instance, a provision of the articles or bylaws adopted

pursuant to subsection 1 must be adopted by the affirmative vote of a majority of the

votes cast by holders of shares entitled to vote on adoption of the provision.
N.D. Cent. Code § 10-34-02 — ND Code / Title 10 / Chapter 10-34 / Section 10-34-02
10-34-02. Real estate investment trust authorized
Status: in_force

10-34-02. Real estate investment trust authorized

A real estate investment trust is a permitted form of an unincorporated trust or association

and may conduct business in this state in accordance with this chapter.
N.D. Cent. Code § 10-33-136 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-136
10-33-136. Foreign corporation - Conduct not constituting conducting activities
Status: in_force

10-33-136. Foreign corporation - Conduct not constituting conducting activities

1. The following activities of a foreign corporation, among others, do not constitute

conducting activity within the meaning of this chapter:

a. Maintaining, defending, or settling any proceeding;

b. Holding meetings of its members or carrying on any other activities concerning its

internal affairs;

c. Maintaining bank accounts;

d. Creating or acquiring indebtedness, mortgages, and security interests in real or

personal property;

e. Securing or collecting debts or enforcing mortgages and security interests in

property securing the debts; or

f. Conducting an isolated transaction that is completed within thirty days and that is

not one in the course of repeated transactions of a like manner.

2. The term "conducting activity" as used in this section has no effect on personal

jurisdiction under the North Dakota Rules of Civil Procedure.

3. For purposes of this section, any foreign corporation that owns income-producing real

or tangible personal property in this state, other than property exempted under

subsection 1, is considered conducting activity in this state.

4. The list of activities in subsection 1 is not exhaustive. This section does not apply in

determining the contracts or activities that may subject a foreign corporation to service

of process or taxation in this state or to regulation under any other law of this state.
N.D. Cent. Code § 10-33-22 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-22
10-33-22. Corporate seal
Status: in_force

10-33-22. Corporate seal

A corporation may, but need not, have a corporate seal. The use or nonuse of a corporate

seal does not affect the validity, recordability, or enforceability of a record or act. If a corporation

has a corporate seal, the use of the seal by the corporation on a record is not necessary.
N.D. Cent. Code § 10-19.1-74.1 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-74.1
10-19.1-74.1. Contractual requirement to submit matter to shareholders
Status: in_force

10-19.1-74.1. Contractual requirement to submit matter to shareholders

A corporation may agree to submit a matter to its shareholders whether or not the board

determines, at any time after approving the matter, that the matter is no longer advisable and

recommends that the shareholders reject it.
N.D. Cent. Code § 10-33-89 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-89
10-33-89. Abandonment
Status: in_force

10-33-89. Abandonment

1. After a plan of merger or consolidation has been approved by each constituent

corporation under section 10-33-87 and before the effective date of the plan, it may be

abandoned:

a. If each constituent corporation has approved the abandonment at a meeting:

(1) By a majority of the members with voting rights voting on the issue; or

(2) If the corporation does not have voting members, by a majority of all

directors; or

b. If the plan itself provides for abandonment and the conditions for abandonment in

the plan are met.

2. A plan of merger or consolidation may be abandoned after it has been approved by

each constituent corporation and before the effective date of the plan, by a resolution

approved by a majority of all directors of the constituent corporation abandoning the

plan of merger or consolidation, subject to the contract rights of any other person

under the plan.

3. If articles of merger or consolidation have been filed with the secretary of state, but

have not yet become effective, articles of abandonment that comply with subsection 4

must be filed with the secretary of state by:

a. The constituent corporations, in the case of abandonment under subdivision a of

subsection 1;

b. The constituent corporations or any one of them, in the case of abandonment

under subdivision b of subsection 1; or

c. The abandoning corporation in the case of abandonment under subsection 2.

4. The articles of abandonment must contain:

a. The names of the constituent corporations;

b. The provision of this section under which the plan is abandoned; and

c. If the plan is abandoned under subsection 2, the text of the resolution approved

by the directors abandoning the plan.
N.D. Cent. Code § 10-32.1-13 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-13
10-32.1-13. Operating agreement - Scope - Function - Limitations
Status: in_force

10-32.1-13. Operating agreement - Scope - Function - Limitations

1. Except as otherwise provided in subsections 2 and 3, the operating agreement

governs:

a. Relations among the members as members and between the members and the

limited liability company;

b. The rights and duties under this chapter of a person in the capacity of manager or

governor;

c. The activities of the company and the conduct of those activities; and

d. The means and conditions for amending the operating agreement.

2. To the extent the operating agreement does not otherwise provide for a matter

described in subsection 1, this chapter governs the matter.

3. An operating agreement may not:

a. Vary the capacity of a limited liability company under section 10-32.1-08 to sue

and be sued in its own name;

b. Vary the law applicable under section 10-32.1-09;

c. Vary the power of the court under section 10-32.1-22;

d. Subject to subsections 4 through 7, eliminate the duty of loyalty, the duty of care,

or any other fiduciary duty;

e. Subject to subsections 4 through 7, eliminate the contractual obligation of good

faith and fair dealing under subsection 4 of section 10-32.1-41;

f. Unreasonably restrict the duties and rights stated in section 10-32.1-42;

g. Vary the power of a court to decree dissolution in the circumstances specified in

subdivisions d and e of subsection 1 of section 10-32.1-50;

h. Vary the requirement to wind up the business of a limited liability company as

specified in subsection 1 and subdivision a of subsection 2 of section 10-32.1-51;

i. Unreasonably restrict the right of a member to maintain an action under sections

10-32.1-33 through 10-32.1-38;

j. Restrict the right to approve a merger, conversion, or domestication under section

10-32.1-71 to a member that will have personal liability with respect to a

surviving, converted, or domesticated organization; or

k. Except as otherwise provided in subsection 2 of section 10-32.1-15, restrict the

rights under this chapter of a person other than a member, manager, or governor.

4. If not manifestly unreasonable, and without limiting the terms that may be included in

an operating agreement, the operating agreement may:

a. Restrict or eliminate the duty:

(1) As required in subdivision a of subsection 2 and in subsections 7 and 8 of

section 10-32.1-41, to account to the limited liability company and to hold as

trustee for it any property, profit, or benefit derived by the member in the

conduct or winding up of the company's business, from a use by the

member of the company's property, or from the appropriation of a limited

liability company opportunity;

(2) As required in subdivision b of subsection 2 and in subsections 7 and 8 of

section 10-32.1-41, to refrain from dealing with the company in the conduct

or winding up of the company's business as or on behalf of a party having

an interest adverse to the company; and

(3) As required by subdivision c of subsection 2 and in subsections 7 and 8 of

section 10-32.1-41, to refrain from competing with the company in the

conduct of the business of the company before the dissolution of the

company;

b. Identify specific types or categories of activities that do not violate the duty of

loyalty;

c. Alter the duty of care, except to authorize intentional misconduct or knowing

violation of law;

d. Alter any other fiduciary duty, including eliminating particular aspects of that duty;

and

e. Prescribe the standards by which to measure the performance of the contractual

obligation of good faith and fair dealing under subsection 4 of section 10-32.1-41.

5. The operating agreement may specify the method by which a specific act or

transaction that would otherwise violate the duty of loyalty may be authorized or

ratified by one or more disinterested and independent persons after full disclosure of

all material facts.

6. To the extent the operating agreement of a member-managed limited liability company

expressly relieves a member of a responsibility that the member would otherwise have

under this chapter and imposes the responsibility on one or more other members, the

operating agreement may, to the benefit of the member that the operating agreement

relieves of the responsibility, also eliminate or limit any fiduciary duty that would have

pertained to the responsibility.

7. The operating agreement may alter or eliminate the indemnification for a member,

manager, or governor provided by subsection 2 of section 10-32.1-40, and may

eliminate or limit the liability of a member, manager, or governor to the limited liability

company and members for money damages, except for:

a. Breach of the duty of loyalty;

b. A financial benefit received by the member or manager to which the member or

manager is not entitled;

c. A breach of a duty under section 10-32.1-32;

d. Intentional infliction of harm on the company or a member; or

e. An intentional violation of criminal law.

8. The court shall decide any claim under subsection 4 that a term of an operating

agreement is manifestly unreasonable. The court:

a. Shall make its determination as of the time the challenged term became part of

the operating agreement and by considering only circumstances existing at that

time; and

b. May invalidate the term only if, in light of the purposes and activities of the limited

liability company, it is readily apparent that:

(1) The objective of the term is unreasonable; or

(2) The term is an unreasonable means to achieve the objective of the

provision.
N.D. Cent. Code § 10-19.1-104.6 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-104.6
10-19.1-104.6. Effective date of conversion - Effect
Status: in_force

10-19.1-104.6. Effective date of conversion - Effect

1. A conversion is effective when the filing requirements of subsection 2 of section

10-19.1-104.4 have been fulfilled or on a later date specified in the articles of

conversion.

2. With respect to the effect of conversion on the converting organization and on the

converted organization:

a. An organization that has been converted as provided in sections 10-19.1-104.1

through 10-19.1-104.6 is for all purposes the same entity that existed before the

conversion.

b. Upon a conversion becoming effective:

(1) If the converted organization:

(a) Is a corporation, then the converted organization has all the rights,

privileges, immunities, and powers, and is subject to all the duties and

liabilities, of a corporation incorporated under this chapter; or

(b) Is not a corporation, then the converted organization has all the rights,

privileges, immunities, and powers, and is subject to the duties and

liabilities as provided in its governing statute;

(2) All property owned by the converting organization remains vested in the

converted organization;

(3) All debts, liabilities, and other obligations of the converting organization

continue as obligations of the converted organization;

(4) An action or proceeding pending by or against the converting organization

may be continued as if the conversion has not occurred;

(5) Except as otherwise provided by other law, all rights, privileges, immunities,

and powers of the converting organization remain vested in the converted

organization; and

(6) Except as otherwise provided in the plan of conversion, the terms and

conditions of the plan of conversion take effect.

3. When a conversion becomes effective, each ownership interest in the converting

organization is deemed to be converted into ownership interests in the converted

organization or, in whole or in part, into money or other property to be received under

the plan, subject to any dissenters' rights under section 10-19.1-87.

4. A converted organization that is a foreign organization consents to the jurisdiction of

the courts of this state to enforce any obligation owed by the converting corporation, if

before the conversion the converting corporation was subject to suit in this state on the

obligation.

5. A converted organization that is a foreign organization and not authorized to transact

business in this state appoints the secretary of state as its agent for service of process

for purposes of enforcing an obligation under this subsection as provided in section

10-01.1-13.
N.D. Cent. Code § 10-35-22 — ND Code / Title 10 / Chapter 10-35 / Section 10-35-22
10-35-22. Duration of poison pills limited
Status: in_force

10-35-22. Duration of poison pills limited

1. If a publicly traded corporation adopts, creates, or issues a poison pill without a vote of

its shareholders authorizing that action, the poison pill must expire or be redeemed

and will otherwise be of no further force or effect not later than the earlier of:

a. One year after the date of its adoption, creation, or issuance; or

b. Ninety days after the first public announcement that a number of shares have

been tendered into an offer to purchase any and all shares of the corporation,

which number of shares tendered represents at least a majority of the

outstanding shares of each class or series of shares entitled to vote generally for

the election of directors when added to those shares owned beneficially or of

record by the person or group of persons making the offer or by any affiliates of

that person or group of persons.

2. If authorized by a vote of its shareholders, a publicly traded corporation may:

a. Adopt, create, or issue a poison pill that will be in effect for a period not longer

than the shorter of:

(1) Two years; and

(2) The period set forth in subdivision b of subsection 1; or

b. Extend the period during which a poison pill adopted, created, or issued pursuant

to subsection 1 will be in effect to not longer in the aggregate than the period set

forth in subdivision a.

3. A publicly traded corporation may not adopt, create, or issue a poison pill without the

approval of its shareholders until after it has held a regular meeting of shareholders

after its most recent prior poison pill has expired or been redeemed and otherwise

ceased to be of any force or effect. The date of the regular meeting of shareholders

must:

a. Comply with section 10-35-12;

b. Be at least ninety days after the date on which the prior poison pill expired, was

redeemed, or otherwise ceased to be of any force or effect; and

c. If the corporation has an advance notice requirement adopted pursuant to section

10-35-07, give the shareholders the full period of time required by subsection 4 of

section 10-35-07 in which to provide notice to the corporation of an intention to

nominate candidates for election at the meeting.
N.D. Cent. Code § 10-06.1-12.2 — ND Code / Title 10 / Chapter 10-06.1 / Section 10-06.1-12.2
10-06.1-12.2. Authorized livestock farm corporation or authorized livestock farm limited liability company allowed to engage in the business of farming or ranching - Requirements
Status: in_force

10-06.1-12.2. Authorized livestock farm corporation or authorized livestock farm

limited liability company allowed to engage in the business of farming or ranching -

Requirements.

This chapter does not prohibit an authorized livestock farm corporation or an authorized

livestock farm limited liability company from owning or leasing farmland or ranchland and

engaging in the business of farming or ranching if the authorized livestock farm corporation

meets all the requirements of chapter 10-19.1 or the authorized livestock farm limited liability

company meets all the requirements of chapter 10-32.1 which are not inconsistent with this

chapter. The following requirements also apply:

1. a. If an authorized livestock farm corporation, the corporation may not have more

than ten shareholders.

b. If an authorized livestock farm limited liability company, the limited liability

company may not have more than ten members.

2. a. If an authorized livestock farm corporation, shareholders holding seventy-five

percent or more of the shares entitled to vote and the shares entitled to

distributions must be individuals who are actively engaged in the business of

farming or ranching, farming or ranching corporations, or farming or ranching

limited liability companies.

b. If an authorized livestock farm limited liability company, members holding fifty-one

percent or more of interests entitled to vote and interests entitled to distributions

in the limited liability company must be individuals who are actively engaged in

the business of farming or ranching, farming or ranching corporations, or farming

or ranching limited liability companies.

3. a. If an authorized livestock farm corporation:

(1) All shareholders who are individuals must be citizens of the United States,

permanent resident aliens of the United States, or an authorized person

under section 47-10.1-02.

(2) All shareholders that are persons otherwise eligible under this chapter, and

any controlling individual or organization of the person, must be organized in

the United States and one hundred percent of the stock must be owned by

citizens of the United States, permanent resident aliens of the United States,

or an authorized person under section 47-10.1-02.

b. If an authorized livestock farm limited liability company:

(1) All members who are individuals must be citizens of the United States,

permanent resident aliens of the United States, or an authorized person

under section 47-10.1-02.

(2) All members that are persons otherwise eligible under this chapter, and any

controlling individual or organization of the person, must be organized in the

United States and one hundred percent of the interests must be owned by

citizens of the United States, permanent resident aliens of the United States,

or an authorized person under section 47-10.1-02.

4. The authorized livestock farm corporation or authorized livestock farm limited liability

company may not own, lease, or otherwise have an interest in more than one hundred

sixty acres [64.75 hectares] of farmland or ranchland.

5. a. If an authorized livestock farm corporation, none of its shareholders may hold

direct or indirect interests in other authorized livestock farm corporations or in

authorized livestock farm limited liability companies that in combination with the

corporation own, lease, or otherwise have an interest in more than six hundred

forty acres [259 hectares] of farmland or ranchland.

b. If an authorized livestock farm limited liability company, none of its members may

hold direct or indirect interests in other authorized livestock farm limited liability

companies or in other authorized livestock farm corporations that in combination

with the limited liability company own, lease, or otherwise have an interest in

more than six hundred forty acres [259 hectares] of farmland or ranchland.

c. This section does not restrict the number of acres [hectares] of farmland or

ranchland directly owned or leased by shareholders or members who are

individuals, farming or ranching corporations, farming or ranching limited liability

companies, or partnerships that meet the requirements of subsection 2 of section

10-06.1-02.

6. a. If an authorized livestock farm corporation, the officers and directors of the

corporation must be shareholders who are individuals and who are actively

engaged in operating the corporation.

b. If an authorized livestock farm limited liability company, the governors, managers,

and members authorized under a statement of authority, must be members who

are individuals and who are actively engaged in operating the limited liability

company.

7. An annual average of at least sixty-five percent of the gross income of the authorized

livestock farm corporation or authorized livestock farm limited liability company over

the previous five years, or for each year of its existence, if less than five years, must

have been derived from livestock backgrounding, livestock finishing, or the production

of poultry or poultry products, milk or dairy products, or swine or swine products.

8. The income of the authorized livestock farm corporation or authorized livestock farm

limited liability company from nonfarm rent, nonfarm royalties, dividends, interest, and

annuities may not exceed twenty percent of the gross income of the authorized

livestock farm corporation or authorized livestock farm limited liability company.

9. The authorized livestock farm corporation or authorized livestock farm limited liability

company may not engage in the production of crops or the grazing of livestock on

farmland or ranchland.

10. If the authorized livestock farm corporation or authorized livestock farm limited liability

company is intended to primarily comprise an animal feeding operation or

concentrated animal feeding operation on farmland or ranchland, the corporation or

limited liability company must:

a. Begin construction of the facilities used in the animal feeding operation or

concentrated animal feeding operation within one year of obtaining the

agricultural landholding; and

b. Have a fully operational animal feeding operation or concentrated animal feeding

operation within six years of obtaining the farmland or ranchland.

11. An authorized livestock farm corporation or limited liability company violating this

section, or which is inactive for three consecutive years as determined by the

agriculture commissioner, is subject to the divestment provisions of section

10-06.1-24.
N.D. Cent. Code § 10-04-06.1 — ND Code / Title 10 / Chapter 10-04 / Section 10-04-06.1
10-04-06.1. Suspension and revocation of exemptions
Status: in_force

10-04-06.1. Suspension and revocation of exemptions

The commissioner may by order or regulation suspend or revoke any exemption under

section 10-04-05 or 10-04-06 with respect to any specific security or transaction or may require

with respect to any specific security or transaction, prior to the making of any offers or sales,

such information with respect thereto or the security to be offered or sold thereunder or such

reports after the making of such sales, as the commissioner may deem necessary to enable the

commissioner to determine whether or not to suspend or revoke the exemption. No such order

may be entered without appropriate prior notice to all interested parties, opportunity for hearing,

and written findings of fact and conclusions of law, except that the commissioner may by order

summarily suspend any of the specified exemptions pending final determination of any

proceeding under this section. Upon the entry of a summary order, the commissioner shall

promptly notify all interested parties that it has been entered and the reasons therefor and that

within fifteen days of the receipt of a written request the matter will be set down for hearing. If no

hearing is requested and none is ordered by the commissioner, the order will remain in effect

until it is modified or vacated by the commissioner. If a hearing is requested or ordered, the

commissioner, after notice of and opportunity for a hearing to all interested parties, may modify

or vacate the order or extend it until final determination.
N.D. Cent. Code § 10-32.1-90 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-90
10-32.1-90. Secretary of state - Involuntary termination - Revocation of certificate of authority
Status: in_force

10-32.1-90. Secretary of state - Involuntary termination - Revocation of certificate of

authority.

1. With respect to the involuntary termination of a limited liability company by the

secretary of state:

a. A limited liability company may be involuntarily terminated by the secretary of

state if:

(1) The limited liability company has failed to:

(a) File with the secretary of state its annual report or any other record

required to be filed with the secretary of state under this chapter

together with the fees provided in section 10-32.1-92;

(b) Appoint and maintain a registered agent and registered office as

provided in chapter 10-01.1.

(2) A misrepresentation has been made of any material matter in any

application, report, affidavit, or other record submitted by the limited liability

company pursuant to this chapter.

b. A limited liability company that fails to file its annual report, together with the fees

provided in section 10-32.1-92, within six months after the date established in

subsection 3 of section 10-32.1-89 ceases to exist and is considered involuntarily

terminated by operation of law.

(1) The secretary of state shall note the termination of the certificate of

organization of the limited liability company on the records of the secretary

of state and shall give notice of the action to the terminated limited liability

company.

(2) Notice by the secretary of state must be mailed to the last registered agent

of the limited liability company at the last registered office in this state or, if

the limited liability company fails to appoint and maintain a registered agent

in this state, then mailed to the principal executive office.

(3) The decision of the secretary of state that the limited liability company has

been involuntarily terminated under this subsection is final.

(4) A limited liability company that was terminated for failure to file an annual

report may be reinstated as provided in subsection 1 of section 10-32.1-91

and may appeal as provided in subsection 2 of section 10-32.1-91.

c. Except for termination of a limited liability company for failure to file the annual

report as provided in section 10-32.1-89, no limited liability company may be

terminated by the secretary of state unless:

(1) The secretary of state has given the limited liability company not less that

sixty days notice by mail addressed to the registered agent at the registered

office in this state or, if the limited liability company fails to appoint and

maintain a registered agent in this state, then addressed to its principal

executive office; and

(2) During the sixty-day period, the limited liability company has failed to:

(a) File the report of change as provided in chapter 10-01.1 regarding the

registered office or the registered agent;

(b) File any other required record; or

(c) Correct the misrepresentation.

d. Upon the expiration of sixty days after the mailing of the notice, the existence of

the limited liability company is terminated. The secretary of state shall issue a

notice of termination and shall mail the notice to the registered agent at the

registered office in this state, or, if the limited liability company failed to appoint

and maintain a registered agent or a registered office in this state, then

addressed to the principal executive office of the limited liability company.

2. With respect to the revocation of a certificate of authority of a foreign limited liability

company by the secretary of state:

a. The certificate of authority of a foreign limited liability company to transact

business in this state may be revoked by the secretary of state if:

(1) The foreign limited liability company has failed to:

(a) File with the secretary of state its annual report or any other record

required to be filed with the secretary of state under this chapter

together with the fees provided in section 10-32.1-77;

(b) Appoint and maintain a registered agent and registered office as

provided in chapter 10-01.1;

(c) File with the secretary of state any amendment to its application for a

certificate of authority as provided in section 10-32.1-77;

(d) File with the secretary of state any merger as provided in section

10-32.1-79; or

(e) File with the secretary of state an application for certificate of

withdrawal of its authority as provided in section 10-32.1-81 when the

existence of the limited liability company has expired or the limited

liability company has been dissolved or terminated in the jurisdiction of

the organization; or

(2) A misrepresentation has been made of any material matter in any

application, report, affidavit, or other record submitted by the foreign limited

liability company pursuant to this chapter.

b. A foreign limited liability company that fails to file its annual report together with

the fees provided in section 10-32.1-92, within six months after the date

established by subsection 3 of section 10-32.1-89, forfeits the authority to

transact business in this state and its certificate of authority is considered revoked

by operation of law.

(1) The secretary of state shall note the revocation of the certificate of authority

of the foreign limited liability company on the records of the secretary of

state and shall give notice of the action to the foreign limited liability

company.

(2) Notice by the secretary of state must be mailed to the last registered agent

of the foreign limited liability company at its last registered office in this state

or, if the foreign limited liability company fails to appoint and maintain a

registered agent in this state, then mailed to its principal executive office.

(3) The decision of the secretary of state that a certificate of authority must be

revoked under this subsection is final.

(4) A foreign limited liability company whose authority was forfeited by, and

whose certificate of authority was revoked by the secretary of state for,

failure to file an annual report may be reinstated as provided in subsection 1

of section 10-32.1-91 and may appeal as provided in subsection 2 of section

10-32.1-91.

c. Except for revocation of the certificate of authority for failure to file the annual

report as provided in section 10-32.1-89, no certificate of authority of a foreign

limited liability company may be revoked by the secretary of state unless:

(1) The secretary of state has given the foreign limited liability company not less

than sixty days notice by mail addressed to its registered agent at the

registered office in this state or, if the foreign limited liability company fails to

appoint and maintain a registered agent in this state, then addressed to the

principal office; and

(2) During the sixty-day period, the foreign limited liability company has failed

to:

(a) File the report of change as provided in chapter 10-01.1 regarding the

registered office or registered agent;

(b) File any merger;

(c) File an application for withdrawal;

(d) File any other required record; or

(e) Correct the misrepresentation.

d. Upon the expiration of sixty days after the mailing of the notice, the authority of

the foreign limited liability company to transact business in this state ceases. The

secretary of state shall issue a notice of revocation and shall mail the notice to

the registered agent at the registered office in this state, or, if the foreign limited

liability company failed to appoint and maintain a registered agent or a registered

office in this state, then addressed to the principal executive office of the foreign

limited liability company.
N.D. Cent. Code § 10-32.1-92 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-92
10-32.1-92. Secretary of state - Fees and charges
Status: reserved

10-32.1-92. Secretary of state - Fees and charges

The secretary of state shall charge and collect for:

1. Filing articles of organization and issuing a certificate of organization, one hundred

thirty-five dollars.

2. Filing articles of amendment, fifty dollars.

3. Filing statement of correction, fifty dollars.

4. Filing restated articles of organization, one hundred twenty-five dollars.

5. Filing a statement of authority or a statement amending or canceling the statement of

authority of a limited liability company, twenty dollars.

6. Filing articles of conversion of a limited liability company, fifty dollars and:

a. If the organization resulting from the conversion will be a domestic organization

governed by the laws of this state, then the fees provided by the governing laws

to establish or register a new organization like the organization resulting from the

conversion; or

b. If the organization resulting from the conversion will be a foreign organization that

will transact business in this state, then the fees provided by the governing laws

to obtain a certificate of authority or register an organization like the organization

resulting from the conversion.

7. Filing abandonment of conversion, fifty dollars.

8. Articles of domestication, fifty dollars and:

a. If the organization resulting from the domestication will be a domestic

organization governed by the laws of this state, then the fees provided by the

governing laws to establish or register a new organization like the organization

resulting from the domestication; or

b. If the organization resulting from the domestication will be a foreign organization

that will transact business in this state, then the fees provided by the governing

laws to obtain a certificate of authority or register an organization like the

organization resulting from the domestication.

9. Filing articles of merger or exchange and issuing a certificate of merger or exchange,

fifty dollars.

10. Filing abandonment of merger or exchange, fifty dollars.

11. Filing an application to reserve a name, ten dollars.

12. Filing a notice of transfer of a reserved name, ten dollars.

13. Filing a cancellation of reserved name, ten dollars.

14. Filing a consent to use a name, ten dollars.

15. Filing a statement of change of address of registered office or change of registered

agent or both, or a statement of change of address of registered office by registered

agent, the fee provided in section 10-01.1-03.

16. Filing a resolution for the establishment of a class or series of membership interests,

fifty dollars.

17. Filing a notice of dissolution, ten dollars.

18. Filing a statement of revocation of voluntary dissolution proceedings, ten dollars.

19. Filing articles of dissolution and termination, twenty dollars.

20. Filing an application of a foreign limited liability company for a certificate of authority to

transact business in this state and issuing a certificate of authority, one hundred

thirty-five dollars.

21. Filing an amendment to the certificate of authority by a foreign limited liability company,

fifty dollars.

22. Filing a certificate of fact stating a merger of a foreign limited liability company holding

a certificate of authority to transact business in this state, fifty dollars.

23. Filing a certified statement of conversion of a foreign limited liability company, fifty

dollars.

24. Filing an application for withdrawal of a foreign limited liability company and issuing a

certificate of withdrawal, twenty dollars.

25. Filing an annual report of a limited liability company or foreign limited liability company,

fifty dollars.

a. The secretary of state shall charge and collect additional fees for late filing of the

annual report as follows:

(1) After the date provided in subsection 3 of section 10-32.1-89, fifty dollars;

and

(2) After the termination of the limited liability company, or the revocation of the

certificate of authority of a foreign limited liability company, the reinstatement

fee of one hundred thirty-five dollars.

b. Fees paid to the secretary of state according to this subsection are not refundable

if an annual report submitted to the secretary of state cannot be filed because it

lacks information required by section 10-32.1-89, or the annual report lacks

sufficient payment as required by this subsection.

26. Filing any process, notice, or demand for service, the fee provided in section

10-01.1-03.

27. Submitting any record for approval before the actual time of submission for filing,

one-half of the fee provided in this section for filing the record.

28. Filing any other statement or report of a limited liability company or foreign limited

liability company, ten dollars.

29. Furnishing a copy of any record, or paper relating to a limited liability company or a

foreign limited liability company:

a. The fee provided in section 54-09-04 for copying a record; and

b. Five dollars for a search of records.

30. Furnishing a certificate of good standing, existence, or authorization:

a. Fifteen dollars; and

b. Five dollars for a search of records.
N.D. Cent. Code § 10-32.1-07 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-07
10-32.1-07. Nature, purpose, and duration of a limited liability company
Status: in_force

10-32.1-07. Nature, purpose, and duration of a limited liability company

1. A limited liability company is an entity distinct from its members.

2. Except for a nonprofit limited liability company subject to chapter 10-36, which must

comply with that chapter, a limited liability company may have any lawful purpose.

3. A limited liability company has perpetual duration unless stated otherwise in articles of

organization filed with the secretary of state prior to July 1, 2015.
N.D. Cent. Code § 10-13-08.1 — ND Code / Title 10 / Chapter 10-13 / Section 10-13-08.1
10-13-08.1. Electric cooperatives - Sale of physical plant - Approval
Status: in_force

10-13-08.1. Electric cooperatives - Sale of physical plant - Approval

No electric cooperative corporation shall sell, transfer, or convey, within the period of any

single calendar year, physical plant in excess of five percent in value of such cooperative

corporation, based upon the most recent audit of the books of said cooperative corporation,

unless consent therefor shall have been obtained by vote of not less than two-thirds of the entire

membership of such cooperative corporation cast at any regular or special meeting called for

that purpose, after notice in writing to all the membership of such cooperative corporation not

less than twenty nor more than thirty days prior to the date of such meeting. Nothing in this

section shall prohibit the sale, transfer, conveyance, or exchange of electric cooperative

corporation assets to another electric cooperative corporation, an agency of the state of North

Dakota or of the government of the United States, nor in exchange for physical plant of equal

monetary value to any person or organization, public or private.
N.D. Cent. Code § 10-33-25 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-25
10-33-25. Organization
Status: repealed

10-33-25. Unless reserved by the articles to the members with voting rights, the power

to adopt, amend, or repeal the bylaws is vested in the board. The power of the board

is subject to the power of the members with voting rights exercisable in the manner

provided in subsection 3 to adopt, amend, or repeal bylaws adopted, amended, or

repealed by the board.

3. The bylaws may be amended in the manner provided in the articles or bylaws.

a. In the absence of such a provision, the following bylaws amendments are subject

to approval by the members with voting rights:

(1) Fixing a quorum for meetings of members;

(2) Prescribing procedures for:

(a) Removing directors;

(b) Filling vacancies in the board; and

(c) Fixing the number of directors or their classifications, qualifications, or

terms of office;

(3) Removing or adding members; or

(4) Increasing or decreasing the vote required for member action.

b. The board may adopt or amend a bylaw provision to increase the number of

directors with the approval of the members with voting rights.

4. Unless the articles or bylaws provide otherwise, at least fifty members with voting

rights or ten percent of the members with voting rights, whichever is less, may propose

a resolution for action by the members to adopt, amend, or repeal bylaws adopted,

amended, or repealed by the board.

a. The resolution must contain the provisions proposed for adoption, amendment, or

repeal.

b. The limitations and procedures for submitting, considering, and adopting the

resolution are the same as provided in section 10-33-15, for amendment of the

articles, except that board approval is not required.
N.D. Cent. Code § 10-34-02.1 — ND Code / Title 10 / Chapter 10-34 / Section 10-34-02.1
10-34-02.1. Reservation of legislative right
Status: reserved

10-34-02.1. Reservation of legislative right

The legislative assembly reserves the right to amend or repeal the provisions of this

chapter. A real estate investment trust formed under or governed by this chapter is subject to

this reserved right.
N.D. Cent. Code § 10-12-01 — ND Code / Title 10 / Chapter 10-12 / Section 10-12-01
10-12-01. Mutual aid cooperatives
Status: in_force

10-12-01. Mutual aid cooperatives

Nonprofit cooperatives may be organized for the purpose of effectuating any plan for rural

rehabilitation, subsistence farming, or housing, or for the purpose of effectuating any plan or

program of any state or federal department or agency or of any other agency or corporation for

giving assistance, financial or otherwise, in such endeavors or in cooperative endeavors of any

nature or description, or for the purpose of engaging in such endeavors with or without such

assistance.
N.D. Cent. Code § 10-30.5-13 — ND Code / Title 10 / Chapter 10-30.5 / Section 10-30.5-13
10-30.5-13. Small business technology investment program
Status: repealed

10-30.5-13. Small business technology investment program

Repealed by S.L. 2023, ch. 105, § 2.