N.D. Cent. Code § 10-04-16 — ND Code / Title 10 / Chapter 10-04 / Section 10-04-16
10-04-16. Orders, injunctions, and prosecutions for violations - Civil penalty
Status: in_force

10-04-16. Orders, injunctions, and prosecutions for violations - Civil penalty

If it appears to the commissioner, either upon complaint or otherwise, that any person has

engaged in, or is engaging in, or is about to engage in any act or practice or transaction

prohibited by this chapter or by any order of the commissioner issued under this chapter or

which is declared to be illegal under this chapter, the commissioner may:

1. Issue any order, including cease and desist, rescission, stop, and suspension orders,

which the commissioner deems necessary or appropriate in the public interest or for

the protection of investors. An order of the commissioner is effective upon issuance.

The commissioner may, in addition to any other remedy authorized by this chapter,

impose by order and collect a civil penalty against any person found in an

administrative action to have violated any provision of this chapter, or any rule or order

adopted or issued under this chapter, in an amount not to exceed ten thousand dollars

for each violation. The commissioner may bring actions to recover penalties pursuant

to this section in district court. A person aggrieved by an order issued pursuant to this

subsection may request a hearing before the commissioner if a written request is

made within fifteen days after receipt of the order. If a request for hearing is made

under this subsection, the commissioner shall schedule a hearing within a reasonable

time. Subsections 3 and 4 of section 10-04-12 apply to any hearing conducted under

this subsection. If, after a hearing, the commissioner sustains an order previously

issued, the sustaining order is subject to appeal to the district court of Burleigh County

according to the procedures set forth in chapter 28-32. Any order issued under this

subsection is a final order if it is properly served and no hearing was requested within

the required timeline. If an order issued under this subsection is sustained or modified

after a hearing held in accordance with section 10-04-12, the order sustaining or

modifying that order is a final order. If the final order is not appealed in accordance

with the procedures set forth in chapter 28-32 or if the final order is sustained on

appeal, the commissioner may file a certified copy of the final order with the clerk of a

court of competent jurisdiction. The order so filed has the same effect as a judgment of

the court and may be recorded, enforced, or satisfied in the same manner as a

judgment of the court.

2. Apply to the district court of any county in this state for an injunction restraining the

person and the person's agents, employees, partners, officers, and directors from

continuing the act, practice, or transaction or engaging in or doing any acts that further

the practice or transaction, and for such other and further relief as the facts warrant. In

any proceeding for an injunction, the commissioner may apply for and on due showing

be issued the court's subpoena requiring the appearance of any defendant and the

defendant's agents, employees, partners, officers, or directors, and the production of

the documents, books, and records necessary for the hearing upon the petition for an

injunction. Upon proof of any of the offenses described in this section, the court may

grant the injunction as the facts warrant, and a receiver or conservator may be

appointed for the defendant or the defendant's assets, and the court may assess civil

penalties in an amount not to exceed ten thousand dollars for each violation of this

chapter, and any rules adopted or orders issued under this chapter. The court may not

require the commissioner to post a bond.

3. Refer any evidence available concerning the act, practice, or transaction to the

appropriate criminal prosecutor who may, with or without the reference, institute the

necessary criminal proceedings. The prosecutor may apply for and on due showing be

issued the court's subpoena requiring the appearance of any defendant and the

defendant's agents, employees, partners, officers, and directors, and the production of

any documents, books, and records necessary for the prosecution of the criminal

proceedings.
N.D. Cent. Code § 10-15-48 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-48
10-15-48. Property omitted from final distribution
Status: in_force

10-15-48. Property omitted from final distribution

1. Upon filing the articles or decree of dissolution, title to any property omitted from the

final distribution vests in the surviving directors or committee members who signed the

articles, as trustees. They have all the powers of the cooperative with respect to such

property and shall distribute the property or its proceeds to the persons beneficially

entitled thereto.

2. When no trustee can be found, the district court of the county where the property is

located has power to appoint trustees upon application of any person having an

interest in such property or its disposition.

3. Any trustee may at any time make application to the proper district court for

supervision of liquidation pursuant to section 10-15-47.
N.D. Cent. Code § 10-33-03 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-03
10-33-03. Transition
Status: in_force

10-33-03. Transition

The continuation or completion of any act by a corporation that has not incorporated under,

but has become governed by, this chapter, and the continuation or performance of any executed

or wholly or partially executory contract, conveyance, or transfer to or by the corporation, if

otherwise lawful before the corporation became governed by this chapter, remains valid, and

may be continued, completed, consummated, enforced, or terminated as required or permitted

by a statute applicable prior to the date on which the corporation became governed by this

chapter.
N.D. Cent. Code § 10-32.1-14 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-14
10-32.1-14. Operating agreement effect on a limited liability company and persons becoming members - Preformation agreement
Status: in_force

10-32.1-14. Operating agreement effect on a limited liability company and persons

becoming members - Preformation agreement.

1. A limited liability company is bound by and may enforce the operating agreement,

whether or not the company has itself manifested assent to the operating agreement.

2. A person that becomes a member of a limited liability company is deemed to assent to

the operating agreement.

3. Two or more persons intending to become the initial members of a limited liability

company may make an agreement providing that upon the formation of the company

the agreement will become the operating agreement. One person intending to become

the initial member of a limited liability company may assent to terms providing that

upon the formation of the company the terms will become the operating agreement.
N.D. Cent. Code § 10-12-02 — ND Code / Title 10 / Chapter 10-12 / Section 10-12-02
10-12-02. Special requirements and powers
Status: in_force

10-12-02. Special requirements and powers

Mutual aid cooperatives are subject to the general law governing cooperatives, but shall

also state in their articles the territory to be served by the cooperative, and shall have power to

act as the agent or representative of any state, federal, or other agency, corporation, or limited

liability company giving assistance to rural rehabilitation, subsistence farming, housing, or

cooperative endeavors of any nature. Any cooperative that is hereafter organized under this

chapter shall be known as a "mutual aid cooperative" and the word cooperative shall form a part

of the name of each cooperative so organized. Any cooperative organized prior to July 1, 1957,

and whose name does not include the term "mutual aid cooperative", may at its option elect to

change its name to include "mutual aid cooperative".
N.D. Cent. Code § 10-33-27 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-27
10-33-27. Board
Status: in_force

10-33-27. Board

1. The activities and affairs of a corporation must be managed by or under the direction

of a board.

a. All directors are entitled to vote and have equal rights and preferences except as

otherwise provided in the articles or bylaws.

b. The members of the first board may be named in the articles, designated or

appointed pursuant to the articles, or elected by the incorporators under section

10-33-25.

2. No more than forty-nine percent of the individuals serving on the board of any

corporation may be financially interested individuals.

3. For the purposes of this section, "financially interested individuals" means:

a. Individuals who have received or are entitled to receive compensation, directly or

indirectly, from the corporation for services rendered to it within the previous

twelve months, whether as full-time or part-time employees, independent

contractors, consultants, or otherwise, excluding any reasonable payments made

to directors for serving as directors;

b. Any parent, child, child of a spouse, brother, or sister of that individual; or

c. The spouse of any individual described in subdivision a or b.

4. Failure to comply with the provisions of this section does not affect the validity or

enforceability of any transaction entered into by the corporation.
N.D. Cent. Code § 10-15-35 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-35
10-15-35. Books and records - Penalty for refusal to produce
Status: in_force

10-15-35. Books and records - Penalty for refusal to produce

1. A cooperative shall keep correct and complete books and records of account and shall

also keep minutes of the proceedings of meetings of its members, board, and

executive committee. The cooperative shall keep at its principal office records of the

names and addresses of all members and stockholders with the amount of stock held

by each and of ownership of equity interests. At any reasonable time, any member or

stockholder, or the agent or attorney of either, upon written notice delivered or sent to

the cooperative at least one week in advance, may examine any books or records for

a purpose that is proper and specified in the notice.

2. In any proceedings, or upon petition, any court of record may, upon notice and after

hearing at which proper cause is shown, and upon suitable terms, order any of the

cooperative's books or records, and any other pertinent documents in its possession,

or duly authenticated copies thereof, to be brought within this state. The documents

must be kept at the place and for the time and purposes the order designates. Any

cooperative failing to comply with the order is subject to dissolution, and its directors

and officers are guilty of contempt of court.
N.D. Cent. Code § 10-30.5-11 — ND Code / Title 10 / Chapter 10-30.5 / Section 10-30.5-11
10-30.5-11. Economic development funds - Wage requirements
Status: in_force

10-30.5-11. Economic development funds - Wage requirements

Any political subdivision or economic development authority may adopt a minimum wage

requirement for any new business or business expansion in which a majority of the capital is

provided by the North Dakota development fund and its own local development funds. These

wage requirements may be imposed on all or any portion of the employees and may exceed

federal minimum wage requirements.
N.D. Cent. Code § 10-15-57.2 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-57.2
10-15-57.2. Secretary of state - Certificates and certified copies to be received in evidence
Status: in_force

10-15-57.2. Secretary of state - Certificates and certified copies to be received in

evidence.

1. All certificates issued by the secretary of state and all copies of records filed in

accordance with this chapter, when certified by the secretary of state, may be taken

and received in all courts, public offices, and official bodies as evidence of the facts

stated.

2. A certificate by the secretary of state under the great seal of this state, as to the

existence or nonexistence of the facts relating to a cooperative which would not

appear from a certified copy of any of the foregoing records or certificates, may be

taken and received in all courts, public offices, and official bodies as evidence of the

existence or nonexistence of the facts stated.

3. Any certificate or certified copy issued by the secretary of state under this section may

be created and disseminated as an electronic record with the same force and effect as

if produced in a paper form.
N.D. Cent. Code § 10-35-17 — ND Code / Title 10 / Chapter 10-35 / Section 10-35-17
10-35-17. Approval of certain issuances of shares
Status: in_force

10-35-17. Approval of certain issuances of shares

1. An issuance by a publicly traded corporation of shares, or other securities convertible

into or rights exercisable for shares, in a transaction or a series of integrated

transactions, requires approval of the shareholders if the voting power of the shares

that are issued or issuable as a result of the transaction or series of integrated

transactions will exceed twenty percent of the voting power of the shares of the

corporation which were outstanding immediately before the transaction.

2. Subsection 1 does not apply to:

a. A public offering solely for cash, cash equivalents or a combination of cash and

cash equivalents; or

b. A bona fide private financing, solely for cash, cash equivalents or a combination

of cash and cash equivalents, of:

(1) Shares at a price equal to at least the greater of the book or market value of

the corporation's common shares; or

(2) Other securities or rights if the conversion or exercise price is equal to at

least the greater of the book or market value of the corporation's common

shares.

3. For purposes of this section:

a. The voting power of shares issued and issuable as a result of a transaction or

series of integrated transactions shall be the greater of:

(1) The voting power of the shares to be issued; or

(2) The voting power of the shares that would be outstanding after giving effect

to the conversion of convertible shares and other securities and the exercise

of rights to be issued.

b. A series of transactions is integrated if consummation of one transaction is made

contingent on consummation of one or more of the other transactions.

c. "Bona fide private financing" means a sale in which:

(1) A registered broker-dealer purchases the shares, other securities, or rights

from the publicly traded corporation with a view to their private sale to one or

more purchasers; or

(2) The corporation sells the shares, other securities, or rights to multiple

purchasers, and no one purchaser or group of related purchasers acquires,

or has the right to acquire, more than five percent of the voting power of

shares issued or issuable in the transaction or series of integrated

transactions.
N.D. Cent. Code § 10-15-51 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-51
10-15-51. Admission of foreign cooperatives
Status: in_force

10-15-51. Admission of foreign cooperatives

A foreign cooperative is authorized to do business in this state when the secretary of state

issues a certificate of authority. In order to procure such certificate, the foreign cooperative shall

make application therefor to the secretary of state and file with a certificate of good standing or

certificate of existence duly authenticated by the incorporating officer of the state or country of

incorporation. The application must set forth:

1. The name of the cooperative and the state or country under the laws of which it is

incorporated.

2. The date of incorporation and the period of duration of the corporation.

3. The address of the principal office of the cooperative.

4. As provided in chapter 10-01.1, the name of the registered agent, and if a

noncommercial registered agent, the address of the noncommercial registered agent

in this state.

5. The purpose or purposes of the cooperative which it proposes to pursue in the

transaction of business in this state.

6. The names and respective addresses of the directors and officers of the cooperative.

7. Such additional information as may be necessary or appropriate in order to enable the

secretary of state to determine whether such cooperative is entitled to a certificate of

authority to transact business in this state.

Such application must be made on forms prescribed by the secretary of state and must be

executed by an officer of the cooperative.
N.D. Cent. Code § 10-33-94 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-94
10-33-94. Transfer of assets - When permitted
Status: in_force

10-33-94. Transfer of assets - When permitted

1. A corporation may sell, lease, transfer, dispose of, or grant a security interest in all or

substantially all of the property and assets only as provided in this section.

2. Unless otherwise provided in its articles or bylaws, a corporation, by affirmative vote of

a majority of directors, may sell, lease, transfer, or dispose of all or substantially all of

its property and assets in the usual and regular course of its activities, upon those

terms and conditions and for those considerations, which may be money, securities, or

other instruments for the payment of money or other property, as the board considers

expedient. Member approval is not required under this subsection.

3. A corporation, by affirmative vote of a majority of all directors, may sell, lease, transfer,

or dispose of all or substantially all of its property and assets, including its goodwill, not

in the usual and regular course of its activities, upon those terms and conditions and

for those considerations, which may be money, securities, or other instruments for the

payment of money or other property, as the board considers expedient.

a. If there are members with voting rights, then the sale, lease, transfer, or

disposition must be submitted to the members under subdivision c. If there are

not members with voting rights, then member approval is not required.

b. Written notice of the meeting 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.

c. Whether the meeting is an annual or special meeting, the notice must state that a

purpose of the meeting is to consider the sale, lease, transfer, or other disposition

of all or substantially all of the property and assets of the corporation. The sale,

lease, transfer, or disposition must be approved at a regular or special meeting of

the members by the affirmative vote of the majority of the members with voting

rights voting on the action.

d. Unless otherwise provided in its articles or bylaws and subject to subsection 1 of

section 10-33-82, a corporation may, by the affirmative vote of a majority of

directors, grant a security interest in all or substantially all of its property and

assets whether in the usual and regular course of its activities, upon those terms

and conditions and for those considerations, which may be money, securities, or

other instruments for the payment of money or other property as the board

considers expedient. Member approval is not required under this subsection.

4. If applicable, a corporation shall comply with sections 10-33-122 and 10-33-144 before

selling, leasing, transferring, or disposing of all or substantially all of the corporation's

assets under this section.

5. Confirmatory deeds, assignments, or similar instruments to evidence a sale, lease,

transfer, or other disposition may be signed and delivered at any time in the name of

the transferor by its current officers or, if the corporation no longer exists, by its last

officers.

6. The transferee is liable for the debts, obligations, and liabilities of the transferor only to

the extent provided in the contract or agreement between the transferee and the

transferor or to the extent provided by this chapter or other statutes of this state.
N.D. Cent. Code § 10-30.6-09 — ND Code / Title 10 / Chapter 10-30.6 / Section 10-30.6-09
10-30.6-09. Pre-emptive right not authorized
Status: in_force

10-30.6-09. Pre-emptive right not authorized

The holders of capital stock as such have no pre-emptive or preferential right to purchase or

subscribe for any part of the unissued capital stock of the corporation of any class or for any

new issue of stock of any class, whether now or hereafter authorized or issued, or to purchase

or subscribe for any bonds or other obligations, whether or not convertible into stock of any

class of the corporation, now or hereafter authorized or issued.
N.D. Cent. Code § 10-34-05 — ND Code / Title 10 / Chapter 10-34 / Section 10-34-05
10-34-05. Renewal of registration
Status: in_force

10-34-05. Renewal of registration

Any registration of a real estate investment trust filed under this chapter must be renewed

every five years from the date of the initial filing. The statement of renewal must be executed by

the real estate investment trust on forms prescribed and furnished by the secretary of state and

sent to the address of the registered office at least sixty days before the deadline for filing. The

statement must include the name of the real estate investment trust, the state or country of

organization, the name and principal place of business of each trustee and officer, the address

of the registered office and the name of the registered agent, and a statement that the real

estate investment trust is still in existence and continues to transact business in this state. If the

secretary of state finds that the statement conforms to the requirements of this section, and the

proper filing fee has been paid, the secretary of state shall file the statement. If the secretary of

state finds that the statement does not conform, the secretary of state promptly shall return the

statement to the real estate investment trust for any necessary corrections, and the certificate of

registration must be canceled if the statement is not returned corrected within thirty days after

the statement was returned for corrections. If any real estate investment trust fails to file the

statement of renewal when due, the secretary of state shall cancel the registration and shall

mail notice of cancellation to the address of the registered office. Upon cancellation, the real

estate investment trust shall cease to exist.
N.D. Cent. Code § 10-32.1-56 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-56
10-32.1-56. Merger and exchange
Status: in_force

10-32.1-56. Merger and exchange

1. A limited liability company may merge with one or more other constituent organizations

pursuant to this section, sections 10-32.1-55 through 10-32.1-59, 10-32.1-71, and a

plan of merger if:

a. The governing statute of each of the other organizations authorizes the merger;

b. The merger is not prohibited by the law of a jurisdiction that enacted any of the

governing statutes; and

c. Each of the other organizations complies with its governing statute in effecting the

merger.

2. A limited liability company may engage in an exchange with one or more other

constituent organizations pursuant to this section by which one of the constituent

organizations acquires all of the ownership interests of one or more classes or series

of another constituent organization pursuant to this section, sections 10-32.1-55

through 10-32.1-58, 10-32.1-60, and 10-32.1-71, and a plan of exchange if:

a. The governing statute of each of the other constituent organizations authorizes

the exchange;

b. The exchange is not prohibited by the law of a jurisdiction that enacted any of the

governing statutes; and

c. Each of the other constituent organizations complies with its governing statute in

effecting the exchange.

3. A plan of merger or exchange must be in a record and must include:

a. The name and form of each constituent organization and:

b. In the case of a merger:

(1) The name and form of the surviving organization and, if the surviving

organization is to be created by the merger, then a statement to that effect;

(2) The terms and conditions of the merger, including the manner and basis for

converting the interests in each constituent organization into any

combination of money, interests in the surviving organization, and other

consideration; and

(3) If the surviving organization is to be created by the merger, then the

originating record of the surviving organization that is proposed to be in a

record;

(4) If the surviving organization is not to be created by the merger, then any

amendments to be made by the merger to the organizational documents of

the surviving organization that are, or are proposed to be, in a record; and

(5) Any other provisions with respect to the proposed merger that are

considered necessary or desirable.

c. In the case of an exchange:

(1) The name of the acquiring organization;

(2) The terms and conditions of the exchange, including the manner and basis

of exchanging the ownership interests to be acquired for securities of, or

other ownership interests in, the acquiring organization or any other

organization or, in whole or part, for money or other property; and

(3) Any other provisions with respect to the proposed exchange that are

considered necessary or desirable.

4. If an organization is not the surviving organization but is the owner of a service mark,

trademark, or trade name, is a general partner named in a fictitious name certificate, is

a general partner in a limited partnership or a limited liability limited partnership, or is a

managing partner of a limited liability partnership that is on file with the secretary of

state, then it must change or amend the name of the organization to its name in each

registration when filing the articles of merger.
N.D. Cent. Code § 10-33-122 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-122
10-33-122. Attorney general - Notice to - Waiting period
Status: in_force

10-33-122. Attorney general - Notice to - Waiting period

1. Except as provided in subsection 7, the following corporations shall notify the attorney

general of their intent to dissolve, merge, or consolidate, or to transfer all or

substantially all of their assets:

a. A corporation that holds assets for a charitable purpose.

b. A corporation that is exempt under section 501(c)(3) of the Internal Revenue

Code.

2. The notice must be signed on behalf of the corporation by an authorized person and

must include:

a. The purpose of the corporation that is giving the notice;

b. A list of assets owned or held by the corporation for charitable purposes;

c. A description of restricted assets and purposes for which the assets were

received;

d. A description of debts, obligations, and liabilities of the corporation;

e. A description of tangible assets being converted to cash and the manner in which

they will be sold;

f. Anticipated expenses of the transaction, including attorney's fees;

g. A list of persons to whom assets will be transferred, if known;

h. The purposes of persons receiving the assets; and

i. The terms, conditions, or restrictions, if any, to be imposed on the transferred

assets.

3. Subject to subsection 4, a corporation described in subsection 1 may not transfer or

convey assets as part of a dissolution, merger, or consolidation, or transfer of assets

under section 10-33-94 until forty-five days after it has given written notice to the

attorney general, unless the attorney general waives all or part of the waiting period.

4. The attorney general may extend the waiting period under subsection 3 for one

additional thirty-day period by notifying the corporation in writing of the extension. The

attorney general shall notify the secretary of state if the waiting period is extended.

5. When all or substantially all of the assets of a corporation described in subsection 1

have been transferred or conveyed following expiration or waiver of the waiting period,

the board shall deliver to the attorney general a list of persons to whom the assets

were transferred or conveyed. The list must include the addresses of each person who

received assets and show what assets the person received.

6. Failure of the attorney general to take an action with respect to a transaction under this

section does not constitute approval of the transaction and does not prevent the

attorney general from taking other action.

7. Subsections 1 through 5 do not apply to a merger with, consolidation into, or transfer

of assets to an organization exempt under section 501(c)(3) of the Internal Revenue

Code, or any successor section. A corporation that is exempt under this subsection

shall send a copy of the certificate of merger or certificate of consolidation and

incorporation to the attorney general.
N.D. Cent. Code § 10-33-86 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-86
10-33-86. Plan of merger or consolidation
Status: in_force

10-33-86. Plan of merger or consolidation

A plan of merger or consolidation must contain:

1. The names of the corporations proposing to merge or consolidate;

2. The name of the surviving or new corporation;

3. The terms and conditions of the proposed merger or consolidation;

4. In the case of a merger, the manner and basis of converting the memberships of the

constituent corporations into memberships of the surviving corporation or of any other

corporation;

5. In the case of a merger, a statement of amendments to the articles of the surviving

corporation proposed as part of the merger;

6. In the case of a consolidation, the provisions required by section 10-33-06 to be set

out in the articles of the new corporation; and

7. Other provisions with respect to the proposed merger or consolidation which are

considered necessary or desirable.
N.D. Cent. Code § 10-30.5-10 — ND Code / Title 10 / Chapter 10-30.5 / Section 10-30.5-10
10-30.5-10. North Dakota development fund - Continuing appropriation
Status: in_force

10-30.5-10. North Dakota development fund - Continuing appropriation

The North Dakota development fund is established from moneys appropriated from the

general fund and transfers from other funds. This is a revolving fund, and all moneys transferred

into the fund, interest upon fund moneys, and payments to the fund are hereby appropriated for

the purposes of this chapter. This fund is not subject to section 54-44.1-11.
N.D. Cent. Code § 10-30.5-04 — ND Code / Title 10 / Chapter 10-30.5 / Section 10-30.5-04
10-30.5-04. Powers
Status: in_force

10-30.5-04. Powers

The corporation must be organized as a nonprofit corporation. In addition to the powers in

chapter 10-33, the corporation may:

1. Cooperate, contract with, and provide funding to any private or public entity.

2. Receive appropriations from the legislative assembly and other public moneys as well

as contributions from other private or public contributors. The funds for the

entrepreneurship awards under section 10-30.5-12 may not exceed one million dollars.

3. Provide management services for the Bank's alternative and venture capital

investments and early-stage capital funds.
N.D. Cent. Code § 10-19.1-86 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-86
10-19.1-86. Actions by shareholders
Status: in_force

10-19.1-86. Actions by shareholders

No action may be brought in this state by a shareholder in the right of a domestic or foreign

corporation unless the plaintiff is a holder of record of shares or voting trust certificates at the

time of the transaction of which the plaintiff complains, or the plaintiff's shares or voting trust

certificates thereafter devolved upon the plaintiff by operation of law from a person who was a

holder of record at such time.

1. In any action thereafter instituted in the right of any domestic or foreign corporation by

the holder or holders of record of shares of the corporation or voting trust certificates,

the court having jurisdiction, upon final judgment and finding that the action was

brought without reasonable cause, may require the plaintiff or plaintiffs to pay the

parties named as defendant the reasonable expenses, including fees of attorneys,

incurred by them in defense of such action.

2. In any action now pending or hereafter instituted or maintained in the right of any

domestic or foreign corporation by the holder or holders of record of less than five

percent of the outstanding shares of any class of the corporation or voting trust

certificates, unless the shares or voting trust certificates so held have a market value

in excess of twenty-five thousand dollars, the corporation in whose right such action is

brought is entitled at any time before final judgment to require the plaintiff or plaintiffs

to give security for the reasonable expenses, including fees of attorneys, that may be

incurred by it in connection with such action or may be incurred by other parties

named as defendant for which it may become legally liable.

a. Market value must be determined on the date the plaintiff institutes the action or,

in the case of an intervenor, on the date the intervenor becomes a party to the

action.

b. The amount of the security may from time to time be increased or decreased, in

the discretion of the court, upon showing that the security provided has or may

become inadequate or is excessive.

c. The corporation has recourse to such security in such amount as the court having

jurisdiction determines upon the termination of the action, whether or not the

court finds the action was brought without reasonable cause.
N.D. Cent. Code § 10-33-19 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-19
10-33-19. Effective date of articles of amendment
Status: in_force

10-33-19. Effective date of articles of amendment

The articles of amendment are effective upon acceptance by the secretary of state or at

another time within thirty days after acceptance if the articles of amendment so provide.
N.D. Cent. Code § 10-33-15 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-15
10-33-15. Procedure for amendment of articles
Status: in_force

10-33-15. Procedure for amendment of articles

1. A majority of incorporators may amend the articles by written action if no directors are

named in the original articles, if no directors have been elected, and if there are no

members with voting rights. A majority of directors may amend the articles if there are

no members with voting rights, if members with voting rights have authorized the

board to amend the articles under subsection 3, or if the amendment merely restates

the existing articles, as amended. Notice of the meeting and of the proposed

amendment must be given to the board. An amendment restating the existing articles

may, but need not, be submitted to and approved by the members with voting rights as

provided in subsection 2.

2. Amendments to the articles must be approved by the affirmative vote of a majority of

all directors and by the members with voting rights. If an amendment is initiated by the

directors, proper notice of the proposed amendment must precede a meeting of the

members with voting rights at which the amendment will be considered and must

include the substance of the proposed amendment. If an amendment is proposed and

approved by the members with voting rights, those members may demand a special

board meeting within fifty days for consideration of the proposed amendment if a

regular board meeting would not occur within fifty days.

3. a. The members with voting rights may authorize the board of directors, subject to

subdivision c, to exercise from time to time the power of amendment of the

articles without approval of the members with voting rights.

b. When the members with voting rights have authorized the board of directors to

amend the articles, the board of directors, by the affirmative vote of a majority of

all directors, unless the articles, bylaws, or the members' resolution authorizing

the board action requires a greater vote, may amend the articles at a meeting of

the board. Notice of the meeting and of the proposed amendment must be given

to the board.

c. The members with voting rights may prospectively revoke the authority of the

board to exercise the power of the members to amend the articles at a meeting

called for that purpose.

4. Articles or bylaws may require greater than majority approval by the board or approval

by greater than a majority of a quorum of the voting members for an action under this

section and may limit or prohibit the use of mail ballots by voting members.

5. The articles or bylaws may provide that an amendment also must be approved by the

members of a class.
N.D. Cent. Code § 10-33-117 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-117
10-33-117. Omitted assets
Status: in_force

10-33-117. Omitted assets

Title to assets remaining after payment of all debts, obligations, or liabilities and after all

distributions pursuant to section 10-33-105 may be transferred by a court in this state.
N.D. Cent. Code § 10-04-12 — ND Code / Title 10 / Chapter 10-04 / Section 10-04-12
10-04-12. Hearings
Status: in_force

10-04-12. Hearings

Before entering an order revoking the registration of any securities as provided in section

10-04-09, the commissioner shall send to the issuer of the securities, and if the application for

registration of the securities was filed by a registered broker-dealer, to the registered

broker-dealer, a notice of opportunity for hearing. Before entering an order refusing to register

any person as a broker-dealer, agent, investment adviser, or investment adviser representative,

as provided in section 10-04-10, or censuring, placing limitations, suspending, or revoking the

registration of any person as a registered broker-dealer, agent, investment adviser, or

investment adviser representative as provided in section 10-04-11, the commissioner shall send

to that person, and if that person is an agent or investment adviser representative or an

applicant for registration as an agent or investment adviser representative, to the registered

broker-dealer or investment adviser who employs or proposes to employ that agent or

investment adviser representative, a notice of opportunity for hearing.

1. Notices of opportunity for hearing must be sent by registered mail, return receipt

requested, to the addressee's business address, and the notice must state:

a. The order the commissioner proposes to issue.

b. The grounds for issuing the proposed order.

c. That the person to whom the notice is sent may be afforded a hearing upon

request to the commissioner if the request is made within fifteen days after

receipt of the notice.

2. Whenever a person requests a hearing in accordance with this section, the

commissioner shall immediately set a date, time, and place for the hearing and shall

notify the person requesting the hearing. The date set for the hearing must be within

thirty days, but not earlier than fifteen days, after the request for hearing has been

made, unless otherwise agreed to by both the commissioner and the person

requesting the hearing.

3. Any hearing conducted under this section must be conducted in accordance with

4. If the commissioner does not receive a request for a hearing within the prescribed

time, the commissioner may enter a final order which must set forth the findings with

respect to the matters involved.
N.D. Cent. Code § 10-15-17 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-17
10-15-17. Member meetings
Status: in_force

10-15-17. Member meetings

1. Unless the bylaws provide otherwise, member meetings shall be held at the principal

office or such other place as the board may determine.

2. An annual member meeting shall be held at the time fixed in or pursuant to the bylaws.

In the absence of a bylaw provision, such meeting shall be held within six months after

the close of the fiscal year at the call of the president or board.

3. Special member meetings may be called by the president, board, or members having

one-fifth of the votes entitled to be cast at such meeting.

4. Written notice, stating the place, day, and hour, and in case of a special member

meeting the purposes for which the meeting is called, shall be given not less than ten

nor more than thirty days before the meeting at the direction of the person calling the

meeting.

5. At any meeting at which members are to be represented by delegates, notice to such

members may be given by notifying such delegates and their alternates. Notice may

consist of a notice to all members or may be in the form of an announcement at the

meeting at which such delegates or alternates were elected.

6. Action without a meeting may be taken pursuant to section 10-15-28.
N.D. Cent. Code § 10-33-57 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-57
10-33-57. Members
Status: in_force

10-33-57. Members

1. A corporation may have one or more classes of members or may have no members. In

the absence of a provision in its articles or bylaws providing for members, a

corporation has no members.

a. If a corporation has no members, an action for which there is no specific provision

of this chapter applicable to a corporation without members and that would

otherwise require approval of the members requires only the approval of the

board.

b. A reference in this chapter to a corporation that has no members includes a

corporation in which the directors are the only members.

2. A corporation may admit any person as a member.

a. The articles or bylaws may establish criteria or procedures for admission.

b. A person may not be admitted as a member without the person's express or

implied consent.

(1) For purposes of this subdivision, consent includes acceptance of

membership benefits knowing that the benefits are available only to

members, or taking some other affirmative action that confers membership

benefits.

(2) If the articles or bylaws provide that a person who contributes to the

corporation is a member, a contribution is consent.

3. Except as provided in its articles or bylaws, a corporation may admit members for no

consideration or for consideration as is determined by the board.

4. Members are of one class unless the articles establish, or authorize the bylaws to

establish, more than one class. Members are entitled to vote and have equal rights

and preferences except to the extent that the articles or bylaws have fixed or limited

the rights and preferences of members or different classes of members or provide for

nonvoting members. The articles or bylaws may fix the term of membership.
N.D. Cent. Code § 10-19.1-108 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-108
10-19.1-108. Filing notice of intent to dissolve - Effect
Status: in_force

10-19.1-108. Filing notice of intent to dissolve - Effect

1. If dissolution of the corporation is approved pursuant to subsections 1 and 2 of section

10-19.1-107, the corporation shall file with the secretary of state, with the fees

provided in section 10-19.1-147, a notice of intent to dissolve. The notice must contain:

a. The name of the corporation;

b. The date and place of the meeting at which the resolution was approved pursuant

to subsections 1 and 2 of section 10-19.1-107; and

c. A statement that the requisite vote of the shareholders was received or that all

shareholders entitled to vote signed a written action.

2. When the notice of intent to dissolve has been filed with the secretary of state, and

subject to section 10-19.1-112, the corporation shall cease to carry on its business,

except to the extent necessary for the winding up of the corporation. The shareholders

shall retain the right to revoke the dissolution proceedings in accordance with section

10-19.1-112 and the right to remove directors or fill vacancies on the board. The

corporate existence continues to the extent necessary to wind up the affairs of the

corporation until the dissolution proceedings are revoked or articles of dissolution are

filed with the secretary of state.

3. The filing with the secretary of state of a notice of intent to dissolve does not affect any

remedy in favor of the corporation or any remedy against it or its directors, officers, or

shareholders in those capacities, except as provided in sections 10-19.1-110,

10-19.1-110.1, and 10-19.1-124.
N.D. Cent. Code § 10-33-72 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-72
10-33-72. Act of the members
Status: in_force

10-33-72. Act of the members

1. Unless this chapter or the articles or bylaws require a greater vote or voting by class

and except for the election of directors which is governed by section 10-32.1-45, the

members shall take action by the affirmative vote of the greater of:

a. A majority of the members with voting rights present and entitled to vote on that

item of business; or

b. A majority of the voting power of the minimum number of members with voting

rights that would constitute a quorum for the transaction of business at the

meeting.

If the articles or bylaws require a larger proportion or number than is required by this

chapter for a particular action, then the articles or bylaws control.

2. Unless otherwise provided in the articles or bylaws, members may take action at a

meeting:

a. By voice or ballot.

b. By action without a meeting pursuant to section 10-33-73.

c. By ballot pursuant to section 10-33-74.

d. By remote communication pursuant to section 10-33-75.
N.D. Cent. Code § 10-36-02 — ND Code / Title 10 / Chapter 10-36 / Section 10-36-02
10-36-02. Definitions
Status: in_force

10-36-02. Definitions

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

1. "Foreign nonprofit limited liability company" means a nonprofit limited liability company

which is organized under laws other than the laws of this state for a purpose for which

a nonprofit limited liability company may be organized under this chapter.

2. "Nonprofit limited liability company" means a nonprofit limited liability company, other

than a foreign nonprofit limited liability company, that is organized under or governed

by this chapter.
N.D. Cent. Code § 10-35-26 — ND Code / Title 10 / Chapter 10-35 / Section 10-35-26
10-35-26. Adoption of antitakeover provisions
Status: in_force

10-35-26. Adoption of antitakeover provisions

1. The articles or bylaws of a publicly traded corporation may not contain an antitakeover

provision unless it has been approved by the required vote.

2. As used in this section:

a. Except as provided in subdivision b, "antitakeover provision" means a provision

that:

(1) Would block an acquisition by any person or group of persons of beneficial

ownership of any shares of the corporation or a change in control of the

corporation absent compliance with the provision;

(2) Restricts the price that may be paid by any person or group of persons in an

acquisition of beneficial ownership of any shares of the corporation;

(3) Restricts the terms of a transaction after the occurrence of a change in

control of the corporation or limits the price that may be paid in such a

transaction, when it may be conducted, or how it must be approved by the

directors or shareholders;

(4) Requires an approval of the directors or shareholders in addition to, or in a

different manner from, whatever approvals are required under this chapter

and chapter 10-19.1 for a transaction involving an acquisition by any person

or group of persons of beneficial ownership of any shares of the corporation

or a change in control of the corporation;

(5) Requires the approval of a nongovernmental third party for an acquisition by

any person or group of persons of beneficial ownership of any shares of the

corporation or a transaction that would involve a change in control of the

corporation;

(6) Requires the corporation, directly or indirectly, to take an action that it would

not have been required to take if it had not been the subject of an

acquisition by any person or group of persons of beneficial ownership of any

of its shares or a transaction that would involve a change in control of the

corporation;

(7) Limits, directly or indirectly, the power of the corporation if it is the subject of

an acquisition by any person or group of persons of beneficial ownership of

any of its shares or a transaction that would involve a change in control of

the corporation to take an action that the corporation would have had the

power to take, without that limit, if the acquisition of beneficial ownership or

transaction had not occurred;

(8) Changes or limits the voting rights of any shares of the corporation following

a transaction involving an acquisition by any person or group of persons of

beneficial ownership of any shares of the corporation or a change in control

of the corporation;

(9) Would give any beneficial or record owner of shares of the corporation a

direct right of action against a person or group of persons with respect to the

acquisition by the person or group of persons of beneficial ownership of any

shares in the corporation or control of the corporation; or

(10) Is designed or intended to operate as, or that has the effect of, what is

commonly referred to, either on July 1, 2007, or at any time thereafter, as a

"business combination", "control share acquisition", "control share cash out",

"freeze out", "fair price", "disgorgement", or other "antitakeover" provision.

b. "Antitakeover provision" does not include a provision in the terms of a class or

series of shares:

(1) If the shares are issuable upon the exercise of a poison pill, but only so long

as the shares of the class or series are not issued by the corporation except

pursuant to the exercise of a poison pill; or

(2) Which serves to protect dividend, interest, sinking fund, conversion,

exchange, or other rights of the shares, or to protect against the issuance of

additional securities that would be on a parity with or superior to the shares.

c. "Control" has the same meaning as in the rules and regulations of the

commission under the Exchange Act.
N.D. Cent. Code § 10-32.1-44 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-44
10-32.1-44. Transfer of a transferable interest
Status: in_force

10-32.1-44. Transfer of a transferable interest

1. A transfer, in whole or in part, of a transferable interest:

a. Is permissible;

b. Does not by itself cause the dissociation of a member or a dissolution and

winding up of the activities of the limited liability company; and

c. Subject to section 10-32.1-46, does not entitle the transferee to:

(1) Participate in the management or conduct of the activities of the company;

or

(2) Except as otherwise provided in subsection 3, have access to records or

other information concerning the activities of the company.

2. A transferee has the right to receive, in accordance with the transfer, distributions to

which the transferor would otherwise be entitled.

3. In a dissolution and winding up of a limited liability company, a transferee is entitled to

an account of the transactions of the company only from the date of dissolution.

4. A transferable interest may be evidenced by a certificate of the interest issued by the

limited liability company in a record, and, subject to this section, the interest

represented by the certificate may be transferred by a transfer of the certificate.

5. A limited liability company need not give effect to the rights of a transferee under this

section until the company has notice of the transfer.

6. A transfer of a transferable interest in violation of a restriction on transfer contained in

the operating agreement is ineffective as to a person having notice of the restriction at

the time of transfer.

7. Except as otherwise provided in subdivision b of subsection 4 of section 10-32.1-48,

when a member transfers a transferable interest, the transferor retains the rights of a

member other than the interest in distributions transferred and retains all duties and

obligations of a member.

8. When a member transfers a transferable interest to a person that becomes a member

with respect to the transferred interest, the transferee is liable for the obligations of the

member under section 10-32.1-29 and subsection 3 of section 10-32.1-32, known to

the transferee when the transferee becomes a member.
N.D. Cent. Code § 10-19.1-124 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-124
10-19.1-124. Claims barred - Exceptions
Status: in_force

10-19.1-124. Claims barred - Exceptions

1. A person who is or becomes a creditor or claimant at any time before, during, or

following the conclusion of dissolution proceedings, who does not file a claim or

pursue a remedy in a legal, administrative, or arbitration proceeding within the time

provided in section 10-19.1-110, 10-19.1-110.1, 10-19.1-114, 10-19.1-115, or

10-19.1-119, or has not begun a legal, administrative, or arbitration proceeding before

the beginning of the dissolution proceedings, and a person claiming through or under

the creditor or claimant, is barred from bringing that claim or otherwise realizing upon

or enforcing it, except as provided in this section.

2. At any time within one year after articles of dissolution have been filed with the

secretary of state, or a decree of dissolution has been entered, a creditor or claimant

who shows good cause for not having previously filed the claim may apply to a court in

this state to allow a claim:

a. Against the corporation to the extent of undistributed assets; or

b. If the undistributed assets are not sufficient to satisfy the claim, against a

shareholder, whose liability is limited to a portion of the claim that is equal to the

portion of the distributions to shareholders in liquidation or dissolution received by

the shareholder, but in no event may a shareholder's liability exceed the amount

which that shareholder actually received in the dissolution.

3. All known contractual debts, obligations, and liabilities incurred in the course of

winding up the corporation's affairs shall be paid by the corporation before the

distribution of assets to a shareholder. A person to whom this kind of debt, obligation,

or liability is owed but not paid may pursue any remedy against the officers and

directors of the corporation who are responsible for, but who fail to cause the

corporation to pay or make provision for, payment of the debts, obligations, and

liabilities, or against shareholders to the extent permitted under section 10-19.1-94.

This subsection does not apply to dissolution under the supervision or order of a court.

4. Any statutory and common-law rights of persons who may bring claims of injury to a

person, including death, are not affected by dissolution under this chapter.
N.D. Cent. Code § 10-30.6-07 — ND Code / Title 10 / Chapter 10-30.6 / Section 10-30.6-07
10-30.6-07. Obligation limitation
Status: in_force

10-30.6-07. Obligation limitation

The total obligations of the corporation may not exceed twenty times the amount of the

paid-in capital and surplus, not including earned surplus.
N.D. Cent. Code § 10-32.1-37 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-37
10-32.1-37. Special litigation committee
Status: in_force

10-32.1-37. Special litigation committee

1. If a limited liability company is named as or made a party in a derivative proceeding,

then the company may appoint a special litigation committee to investigate the claims

asserted in the proceeding and determine whether pursuing the action is in the best

interests of the company. If the company appoints a special litigation committee, then

on motion by the committee made in the name of the company, except for good cause

shown, the court shall stay discovery for the time reasonably necessary to permit the

committee to make its investigation. This subsection does not prevent the court from

enforcing the right of a person to information under section 10-32.1-42 or, for good

cause shown, granting extraordinary relief in the form of a temporary restraining order

or preliminary injunction.

2. A special litigation committee may be composed of one or more disinterested and

independent individuals, who may be members.

3. A special litigation committee may be appointed:

a. In a member-managed limited liability company:

(1) By the consent of a majority of the members not named as defendants or

plaintiffs in the proceeding; and

(2) If all members are named as defendants or plaintiffs in the proceeding, then

by a majority of the members named as defendants;

b. In a manager-managed limited liability company:

(1) By a majority of the managers not named as defendants or plaintiffs in the

proceeding; and

(2) If all managers are named as defendants or plaintiffs in the proceeding, then

by a majority of the managers named as defendants; and

c. In a board-managed limited liability company:

(1) By a majority of governors not named as defendants or plaintiffs in the

proceeding; and

(2) If all governors are named as defendants or plaintiffs in the proceeding, then

by a majority of the governors named as defendants.

4. After appropriate investigation, a special litigation committee may determine that it is in

the best interests of the limited liability company that the proceeding:

a. Continue under the control of the plaintiff;

b. Continue under the control of the committee;

c. Be settled on terms approved by the committee; or

d. Be dismissed.

5. After making a determination under subsection 4, a special litigation committee shall

file with the court a statement of its determination and its report supporting its

determination, giving notice to the plaintiff. The court shall determine whether the

members of the committee were disinterested and independent and whether the

committee conducted its investigation and made its recommendation in good faith,

independently, and with reasonable care, with the committee having the burden of

proof. If the court finds that the members of the committee were disinterested and

independent and that the committee acted in good faith, independently, and with

reasonable care, then the court shall enforce the determination of the committee.

Otherwise, the court shall dissolve the stay of discovery entered under subsection 1

and allow the action to proceed under the direction of the plaintiff.
N.D. Cent. Code § 10-19.1-115 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-115
10-19.1-115. Involuntary dissolution
Status: in_force

10-19.1-115. Involuntary dissolution

1. This section applies to corporations that are not publicly held corporations.

2. A court may grant any equitable relief it deems just and reasonable in the

circumstances or may dissolve a corporation and liquidate its assets and business:

a. In a supervised voluntary dissolution pursuant to section 10-19.1-114;

b. In an action by a shareholder when it is established that:

(1) The directors or the persons having the authority otherwise vested in the

board are deadlocked in the management of the corporate affairs, the

shareholders are unable to break the deadlock, and the corporation or the

parties have not provided for a procedure to resolve the dispute;

(2) The directors or those in control of the corporation have acted fraudulently

or illegally toward one or more shareholders in their capacities as

shareholders or directors of any corporation or as officers or employees of a

closely held corporation;

(3) The directors or those in control of the corporation have acted in a manner

unfairly prejudicial toward one or more shareholders in their capacities as

shareholders or directors of a corporation that is not a publicly held

corporation or as officers or employees of a closely held corporation;

(4) The shareholders of the corporation are so divided in voting power that, for

a period that includes the time when two consecutive regular meetings were

held, they have failed to elect successors to directors whose terms have

expired or would have expired upon the election and qualification of their

successors;

(5) The corporate assets are being misapplied or wasted; or

(6) The period of duration as provided in the articles has expired and has not

been extended as provided in section 10-19.1-127;

c. In an action by a creditor when:

(1) The claim of the creditor has been reduced to judgment and an execution

thereon has been returned unsatisfied; or

(2) The corporation has admitted in writing that the claim of the creditor is due

and owing and it is established that the corporation is unable to pay its debts

in the ordinary course of business; or

d. In an action by the attorney general to dissolve the corporation in accordance

with section 10-19.1-118 when it is established that a decree of dissolution is

appropriate.

3. In determining whether to order equitable relief or dissolution, the court shall take into

consideration the financial condition of the corporation but may not refuse to order

equitable relief or dissolution solely on the ground that the corporation has

accumulated or current operating profits.

4. In an action under subdivision b of subsection 2 involving a corporation that is not a

publicly held corporation at the time the action is commenced and in which one or

more of the circumstances described in that subdivision is established, the court, upon

motion of a corporation or a shareholder or beneficial owner of shares of the

corporation, may order the sale by a plaintiff or a defendant of all shares of the

corporation held by the plaintiff or defendant to either the corporation or the moving

shareholders, whichever is specified in the motion, if the court determines in its

discretion that an order would be fair and equitable to all parties under the

circumstances of the case.

a. The purchase price of any shares so sold must be the fair value of the shares as

of the date of the commencement of the action or as of another date found

equitable by the court. However, if the shares in question are then subject to sale

and purchase pursuant to the bylaws of the corporation, a shareholder control

agreement, the terms of the shares, or otherwise, the court shall order the sale

for the price and on the terms as set forth, unless the court determines that the

price or terms are unreasonable under all the circumstances of the case.

b. Within five days after the entry of the order, the corporation shall provide each

selling shareholder or beneficial owner with the information it is required to

provide under subsection 6 of section 10-19.1-88.

c. If the parties are unable to agree on fair value within forty days of entry of the

order, the court shall determine the fair value of the shares under the provisions

of subsection 10 of section 10-19.1-88 and may allow interest or costs as

provided in subsections 1 and 11 of section 10-19.1-88.

d. The purchase price must be paid in one or more installments as agreed on by the

parties, or, if no agreement can be reached within forty days of entry of the order,

as ordered by the court. Upon entry of an order for the sale of shares under this

subsection and provided that the corporation or the moving shareholders post a

bond in adequate amount with sufficient sureties or otherwise satisfy the court

that the full purchase price of the shares, plus any additional costs, expenses,

and fees as may be awarded, will be paid when due and payable, the selling

shareholders shall no longer have any rights or status as shareholders, officers,

or directors, except the right to receive the fair value of their shares plus such

other amounts as may be awarded.

5. In determining whether to order equitable relief or dissolution, the court shall take into

consideration the duty which all shareholders in a closely held corporation owe one

another to act in an honest, fair, and reasonable manner in the operation of the

corporation and the reasonable expectations of the shareholders as they exist at the

inception and develop during the course of the shareholders' relationship with the

corporation and with each other. For purposes of this section, any written agreement,

including an employment agreement and a buy-sell agreement, between or among

shareholders or between or among one or more shareholders and the corporation is

presumed to reflect the parties' reasonable expectation concerning the matters dealt

with in the agreement.

6. In deciding whether to order dissolution, the court shall consider whether lesser relief

suggested by one or more parties, such as any form of equitable relief, a buyout, or a

partial liquidation, would be adequate to permanently relieve the circumstances

established under subdivision b or c of subsection 1. Lesser relief may be ordered in

any case when it would be appropriate under all the facts and circumstances of the

case.

7. If the court finds that a party to a proceeding brought under this section has acted

arbitrarily, vexatiously, or otherwise not in good faith, it may in its discretion award

reasonable expenses, including attorney's fees and disbursements, to any of the other

parties.

8. Proceedings under this section must be brought in a court within the county in which

the principal executive office of the corporation is located. It is not necessary to make

shareholders parties to the action or proceeding unless relief is sought against them

personally.
N.D. Cent. Code § 10-19.1-84 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-84
10-19.1-84. Books and records - Inspection
Status: in_force

10-19.1-84. Books and records - Inspection

1. A corporation shall keep, at the corporation's principal executive office or at another

place or places within the United States determined by the board, a share register not

more than one year old, containing the identities of each shareholder, in alphabetical

or numerical order by class of shares showing the number and classes of shares held

by each shareholder.

a. The list must include each shareholder's:

(1) Physical mailing address, if the identity of a shareholder on the list consists

of the shareholder's name; or

(2) Authorized means of receipt for electronic transmissions, if the identity of a

shareholder on the list consists of the shareholder's data address.

b. A record of shareholders may show both the shareholder's name and data

address.

c. A corporation shall also keep, at the corporation's principal executive office or at

another place or places within the United States determined by the board, a

record of the dates on which certificated or uncertificated shares were issued.

2. A corporation shall keep, at its principal executive office or at another place or places

within the United States determined by the board, and, if its principal executive office

or any such other place is outside of this state, shall make available at its registered

office or at its principal executive office within this state within ten days after receipt by

an officer of the corporation of a written demand for them made by a person described

in subsection 4 or 5, originals or copies of:

a. Records of all proceedings of shareholders for the last three years;

b. Records of all proceedings of the board for the last three years;

c. Its articles and all amendments currently in effect;

d. Its bylaws and all amendments currently in effect;

e. Financial statements required by section 10-19.1-85 and the financial statement

for the most recent interim period prepared in the course of the operation of the

corporation for distribution to the shareholders or to a governmental agency as a

matter of public record;

f. Reports made to shareholders generally within the last three years;

g. A statement of the identities and usual business addresses of its directors and

principal officers;

h. Voting trust agreements and beneficial interests owner's list described in section

10-19.1-81;

i. Shareholder control agreements described in section 10-19.1-83; and

j. A copy of agreements, contracts, or other arrangements or portions of them

incorporated by reference under subsection 8 of section 10-19.1-10.

3. A corporation shall keep appropriate and complete financial records.

4. A shareholder or a holder of a voting trust certificate of a corporation that is not a

publicly held corporation has an absolute right, upon written demand, to examine and

copy, in person or by a legal representative, at any reasonable time, and the

corporation shall make available within ten days after receipt by an officer of the

corporation of the written demand:

a. The share register; and

b. All records referred to in subsection 2.

5. A shareholder or a holder of a voting trust certificate of a corporation that is not a

publicly held corporation has a right, upon written demand, to examine and copy, in

person or by a legal representative, other corporate records at any reasonable time

only if the shareholder, beneficial owner, or holder of a voting trust certificate

demonstrates a proper purpose for the examination.

6. A shareholder, beneficial owner, or holder of a voting trust certificate of a publicly held

corporation has, upon written demand stating the purpose and acknowledged or

verified in the manner provided in chapter 44-06.1, a right at any reasonable time to

examine and copy the corporation's share register and other corporate records

reasonably related to the stated purpose and described with reasonable particularity in

the written demand upon demonstrating the stated purpose to be a proper purpose.

The acknowledged or verified demand must be directed to the corporation at its

registered office in this state or at its principal place of business.

7. For purposes of subsections 5 and 6, a "proper purpose" is one reasonably related to

the person's interest as a shareholder, beneficial owner, or holder of a voting trust

certificate of the corporation.

8. On application of the corporation, a court in this state may issue a protective order

permitting the corporation to withhold portions of the records of proceedings of the

board for a reasonable period of time, not to exceed twelve months, in order to prevent

premature disclosure of confidential information which would be likely to cause

competitive injury to the corporation. A protective order may be renewed for

successive reasonable periods of time, each not to exceed twelve months and in total

not to exceed thirty-six months, for good cause shown. If a protective order is issued,

the statute of limitations for any action which the shareholder, beneficial owner, or

holder of a voting trust certificate might bring as a result of information withheld

automatically extends for the period of delay. If the court does not issue a protective

order with respect to any portion of the records of proceedings as requested by the

corporation, it shall award reasonable expenses, including attorney's fees and

disbursements, to the shareholder, beneficial owner, or holder of a voting trust

certificate. This subsection does not limit the right of a court to grant other protective

orders or impose other reasonable restrictions on the nature of the corporate records

that may be copied or examined under this subsection and subsection 9 or the use or

distribution of the records by the demanding shareholder, beneficial owner, or holder of

a voting trust certificate.

9. A shareholder, beneficial owner, or holder of a voting trust certificate who has gained

access under subsection 8 to any corporate record, including the share register, may

not use, or furnish to another for use, the corporate record or a portion of the contents

for any purpose other than a proper purpose. Upon application of the corporation, a

court may issue a protective order or order other relief as may be necessary to enforce

the provisions of this subsection.

10. Copies of the share register and all records referred to in subsection 2, if required to

be furnished under this section, must be furnished at the expense of the corporation.

In all other cases, the corporation may charge the requesting party a reasonable fee to

cover the expenses of providing the copy.

11. The records maintained by a corporation, including its share register, financial records,

and minute books, may be retained on, or by means of, or be in the form of any

information storage device or method, including, punched holes, printed, magnetized

spots, microimages, or any one or more distributed or other electronic networks or

databases provided the records are retained in written form or in another form that can

be converted into written form within a reasonable time, is legible visually and whose

contents are assembled by related subject matter to permit convenient use by people

in the normal course of business. A corporation shall convert the records referred to in

subsection 4 upon the request of a person entitled to inspect them, and the expense of

the conversion shall be borne by the person who bears the expense of copying

pursuant to subsection 10. A copy of the conversion is admissible in evidence, and

must be accepted for all other purposes, to the same extent as the existing or original

records would be if they were legible visually.
N.D. Cent. Code § 10-13-08 — ND Code / Title 10 / Chapter 10-13 / Section 10-13-08
10-13-08. Exemption from securities law
Status: in_force

10-13-08. Exemption from securities law

The provisions of chapter 10-04 shall not apply to the issuance of membership certificates

in electric cooperatives organized under this chapter nor to obligations issued by any such

cooperative to secure the repayment of moneys borrowed by the cooperative from or allotted to

it by any federal agency.
N.D. Cent. Code § 10-19.1-58 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-58
10-19.1-58. Resignation, removal, and vacancies for officers
Status: in_force

10-19.1-58. Resignation, removal, and vacancies for officers

1. An officer may resign at any time by giving written notice to the corporation. The

resignation is effective without acceptance when the notice is given to the corporation,

unless a later effective date is specified in the notice.

2. With respect to removal:

a. Except as otherwise provided in the articles and bylaws, an officer may be

removed at any time, with or without cause, by a resolution approved by the

affirmative vote of a majority of the directors present, subject to the provisions of

a shareholder control agreement.

b. An officer appointed by the president also may be removed at any time, with or

without cause, by the president.

c. To the extent authorized in the articles, the bylaws, or a resolution approved by

the affirmative vote of a majority of the directors present, the president may

remove an officer elected or appointed by the board, other than the treasurer.

d. The articles or the bylaws may provide other manners of removing an officer.

e. A removal as described in this subsection is without prejudice to any contractual

rights of the officer.

3. A vacancy in an office because of death, resignation, removal, disqualification, or other

cause may, or in the case of the president or treasurer must, be filled for the unexpired

portion of the term in the manner provided in the articles or bylaws, or determined by

the board, or pursuant to section 10-19.1-56.
N.D. Cent. Code § 10-33-109 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-109
10-33-109. Qualifications of receivers - Powers
Status: in_force

10-33-109. Qualifications of receivers - Powers

1. A receiver must be an individual or organization authorized to transact business or

conduct activities in this state. A receiver shall give bond as directed by the court with

the sureties required by the court.

2. A receiver may sue and defend in all courts as receiver of the corporation. The court

appointing the receiver has exclusive jurisdiction of the corporation and its property.
N.D. Cent. Code § 10-19.1-65 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-65
10-19.1-65. Pre-emptive rights
Status: in_force

10-19.1-65. Pre-emptive rights

1. Unless denied or limited in the articles or by the board pursuant to subdivision b of

subsection 2 of section 10-19.1-61, a shareholder of a corporation has the pre-emptive

rights provided in this section.

2. A pre-emptive right is the right of a shareholder to acquire a certain fraction of the

unissued securities or rights to purchase securities of a corporation before the

corporation may offer them to other persons.

3. A shareholder has a pre-emptive right whenever the corporation proposes to issue

new or additional shares or rights to purchase shares of the same class or series as

the series held by the shareholder or, if a class of shares has no series, the same

class as the class held by the shareholder, new or additional securities other than

shares, or rights to purchase securities other than shares, that are exchangeable for,

convertible into, or carry a right to acquire new or additional shares of the same class

or series as those held by the shareholder or, if a class of shares has no series, the

same class as the class held by the shareholder.

4. Unless otherwise provided in the articles, a shareholder does not have a pre-emptive

right pursuant to this section to acquire securities or rights to purchase securities that

are:

a. Issued for a consideration other than money;

b. Issued pursuant to a plan of merger or exchange;

c. Issued pursuant to an employee or incentive benefit plan approved at a meeting

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

shares entitled to vote;

d. Issued upon exercise of previously issued rights to purchase securities of the

corporation;

e. Issued pursuant to a public offering of the corporation's securities or rights to

purchase securities. For purposes of this subdivision, "public offering" means an

offering of the corporation's securities or rights to purchase securities if the resale

or other distribution of those securities or rights to purchase securities is not

restricted by either state or federal securities laws; or

f. Issued pursuant to a plan of reorganization approved by a court of competent

jurisdiction pursuant to a statute of this state or of the United States.

5. The fraction of the new issue that each shareholder may acquire by exercise of a

pre-emptive right is the ratio that the number of shares of that class or series owned by

the shareholder before the new issue bears to the total number of shares of that class

or series issued and outstanding before the new issue.

6. A shareholder may waive a pre-emptive right in writing. The waiver is binding upon the

shareholder whether or not consideration has been given for the waiver. Unless

otherwise provided in the waiver, a waiver of pre-emptive rights is effective only for the

proposed issuance described in the waiver.

7. When proposing the issuance of securities with respect to which shareholders have

pre-emptive rights under this section, the board shall cause notice to be given to each

shareholder entitled to pre-emptive rights. The notice must be given at least ten days

before the date by which the shareholder must exercise a pre-emptive right and must

contain:

a. The number or amount of securities with respect to which the shareholder has a

pre-emptive right and the method used to determine that number or amount;

b. The price and other terms and conditions upon which the shareholder may

purchase them; and

c. The time within which and the method by which the shareholder must exercise

the right.

8. Securities that are subject to pre-emptive rights but not acquired by shareholders in

the exercise of those rights may, for a period not exceeding one year after the date

fixed by the board for the exercise of those pre-emptive rights, be issued to persons

the board determines, at a price not less than, and on terms no more favorable to the

purchaser than, those offered to the shareholders. Securities that are not issued

during that one-year period shall, at the expiration of the period, again become subject

to pre-emptive rights of shareholders.

9. If the shareholders of a corporation are entitled to cumulative voting in the election of

directors, no amendment to the articles which has the effect of denying, limiting, or

modifying the pre-emptive rights provided in this section may be adopted if the votes of

a proportion of the voting power sufficient to elect a director at an election of the entire

board under cumulative voting are cast against the amendment.

10. A denial or limitation of pre-emptive rights otherwise provided under this section does

not limit the power of the corporation to grant first refusal rights or other rights to

purchase from the corporation shares or other securities of the corporation to

shareholders, subscribers, or other persons before the shares or other securities are

offered to or acquired by any other person.
N.D. Cent. Code § 10-19.1-146 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-146
10-19.1-146. Secretary of state - Annual report of corporations and foreign corporations - Involuntary dissolution - Revocation of certificate of authority
Status: in_force

10-19.1-146. Secretary of state - Annual report of corporations and foreign

corporations - Involuntary dissolution - Revocation of certificate of authority.

1. Each corporation and each foreign corporation authorized to transact business in this

state shall file, within the time provided in subsection 3, an annual report setting forth:

a. The name of the corporation or foreign corporation and the state or country under

the laws of which the corporation or foreign corporation is incorporated.

b. The address of the registered office of the corporation or foreign corporation in

this state, the name of the corporation's or foreign corporation's registered agent

in this state at that address, and the address of the corporation's or foreign

corporation's principal executive office.

c. A brief statement of the character of the business in which the corporation or

foreign corporation is actually engaged in this state.

d. The names and respective addresses of the officers and directors of the

corporation or foreign corporation.

e. In the case of a domestic corporation, a statement of the aggregate number of

shares the corporation has authority to issue, itemized by classes, par value of

shares, shares without par value, and series, if any, within a class.

f. In the case of a domestic corporation, a statement of the aggregate number of

issued shares, itemized by classes, par value of shares, shares without par value,

and series, if any, within a class.

2. The annual report must be submitted on forms prescribed by the secretary of state.

The information provided must be given as of the date of the execution of the report.

The annual report must be signed as provided in subsection 58 of section 10-19.1-01.

If the corporation or foreign corporation is in the hands of a receiver or trustee, it must

be signed on behalf of the corporation or foreign corporation by the receiver or trustee.

The secretary of state may destroy all annual reports provided for in this section after

they have been on file for six years.

3. Except for the first annual report, the annual report must be delivered to the secretary

of state:

a. By a corporation, before August second of each year; and

b. By a foreign corporation, before May sixteenth of each year.

The first annual report of either a corporation or foreign corporation must be delivered

before the date provided in the year following the calendar year in which the certificate

of incorporation or certificate of authority was issued by the secretary of state, or in the

case of a corporation, in the year following the calendar year of the effective date

stated in the articles of incorporation.

4. The secretary of state must file the annual report if the annual report conforms to the

requirements of this section and all fees have been paid as provided in section

10-19.1-147.

a. If the annual report does not conform, it must be returned to the corporation or

foreign corporation for any necessary correction or payment.

b. If the annual report is corrected and filed before the date provided in

subsection 3, or within thirty days after the annual report was returned by the

secretary of state for correction, then the penalties provided in section

10-19.1-147 for the failure to file an annual report within the time provided do not

apply.

5. Three months after the date provided in subsection 3, any corporation or foreign

corporation failing to file its annual report is not in good standing. After the corporation

or foreign corporation becomes not in good standing, the secretary of state shall notify

the corporation or foreign corporation that its certificate of incorporation or certificate of

authority is not in good standing and that it may be dissolved or revoked as provided in

subsection 6 or 7.

a. The secretary of state must mail the notice of impending dissolution or revocation

to the last registered agent at the last registered office.

b. If the corporation or foreign corporation files its annual report after the notice is

mailed, together with the filing fee and the late filing penalty fee provided in

section 10-19.1-147, then the secretary of state shall restore its certificate of

incorporation or certificate of authority to good standing.

6. A corporation that fails to file its annual report, together with the filing and penalty fees

for late filing provided in section 10-19.1-147, within one year after the date provided in

subsection 3 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 corporation's certificate of

incorporation on the records of the secretary of state and shall give notice of the

action to the dissolved corporation.

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

last registered office.

7. A foreign corporation that fails to file its annual report, together with the filing and

penalty fees for late filing provided in section 10-19.1-147, within one year after the

date provided in subsection 3 forfeits its authority to transact business in this state.

a. The secretary of state shall note the revocation of the foreign corporation's

certificate of authority on the records of the secretary of state and shall give

notice of the action to the foreign corporation.

b. Notice by the secretary of state must be mailed to the foreign corporation's last

registered agent at the last registered office.

c. The decision by the secretary of state that a certificate of authority must be

revoked under this subsection is final.

8. A corporation dissolved for failure to file an annual report, or a foreign corporation

whose authority was forfeited for failure to file an annual report, may be reinstated by

filing the most recent past-due report, together with the filing and penalty fees for all

past-due annual reports and a reinstatement fee as provided in section 10-19.1-147.

The fees must be paid and an annual report filed within one year following the

involuntary dissolution or revocation. Reinstatement under this subsection does not

affect the rights or liability for the time from the dissolution or revocation to the

reinstatement.
N.D. Cent. Code § 10-31-03 — ND Code / Title 10 / Chapter 10-31 / Section 10-31-03
10-31-03. Applicability of chapter 10-19.1
Status: in_force

10-31-03. Applicability of chapter 10-19.1

Chapter 10-19.1 applies to a professional organization that is created in the form of a

corporation and which enjoys the powers and privileges and is subject to the duties, restrictions,

and liabilities of other corporations except when inconsistent with the letter and purpose of this

chapter. This chapter takes precedence in the event of any conflict with chapter 10-19.1.
N.D. Cent. Code § 10-15-08.1 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-08.1
10-15-08.1. Cooperative name
Status: reserved

10-15-08.1. Cooperative name

1. The cooperative name:

a. Must be expressed in letters or characters used in the English language as those

letters or characters appear in the American standard code for information

interchange (ASCII) table.

b. May contain the word "corporation" or "incorporated" or an abbreviation of either

of those words.

c. May not contain a word or phrase indicating or implying it is organized for a

purpose other than one or more business purposes for which a cooperative

association may be organized under this chapter.

d. Must be distinguishable in the records of the secretary of state from the name,

whether foreign and authorized to do business in this state, or domestic, unless

there is filed with the articles of association of a domestic cooperative or the

application for authority of a foreign cooperative, a record in compliance with

subsection 2 of:

(1) Another cooperative association;

(2) A corporation;

(3) A limited liability company;

(4) A limited liability partnership;

(5) A limited partnership;

(6) A limited liability limited partnership;

(7) A name the right to which is, at the time of organization, in some manner

reserved;

(8) A fictitious name registered with the secretary of state as provided in chapter

45-11;

(9) A trade name registered with the secretary of state as provided in chapter

47-25; or

(10) A trademark or service mark registered in the manner provided in chapter

47-22.

2. If the secretary of state determines a cooperative name is indistinguishable from

another name for purposes of this chapter, then the cooperative name may not be

used unless there is filed with the articles of association or application for authority:

a. A written consent to use the name obtained from the domestic or foreign

corporation, limited liability company, limited liability partnership, limited liability

limited partnership, or limited partnership authorized to do business in this state

having an indistinguishable name, or the holder of a reserved name, registered

trade name, fictitious name, or trademark or service mark; or

b. A certified copy of a judgment of a court in this state establishing the prior right of

the applicant to the use of the name in this state.

3. The secretary of state shall determine whether a cooperative name is distinguishable

in the secretary of state's records from another name for purposes of this chapter and

may adopt rules reasonable or necessary for making these determinations.

4. This section and section 10-15-08.2 do not:

a. Abrogate or limit:

(1) The law of unfair competition or unfair practices;

(2) Chapter 47-25;

(3) The laws of the United States with respect to the right to acquire and protect

copyrights, trade names, trademarks, service names, and service marks; or

(4) Any other rights to the exclusive use of names or symbols; or

b. Derogate the common law or the principles of equity.

5. A cooperative that is involuntarily dissolved by the secretary of state under section

10-15-53.2 may reacquire the right to use that name by reinstating the cooperative

within the time provided in section 10-15-53.3 or by refiling articles of association,

unless the name has been adopted for use or reserved by another person, in which

case the filing must be rejected unless the filing is accompanied by a written consent

or judgment as provided in subsection 2. A cooperative that is unable to reacquire the

use of its name shall adopt a new name that complies with this section.

6. A cooperative that files its articles of association with an effective date later than the

date of filing as provided in section 10-15-07 shall maintain the right to the name until

the effective date.
N.D. Cent. Code § 10-30-13 — ND Code / Title 10 / Chapter 10-30 / Section 10-30-13
10-30-13. Pre-emptive right not authorized
Status: in_force

10-30-13. Pre-emptive right not authorized

The holders of capital stock as such shall have no pre-emptive or preferential right to

purchase or subscribe for any part of the unissued capital stock of the corporation of any class

or for any new issue of stock of any class, whether now or hereafter authorized or issued, or to

purchase or subscribe for any bonds or other obligations, whether or not convertible into stock

of any class of the corporation, now or hereafter authorized or issued.
N.D. Cent. Code § 10-32.1-36 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-36
10-32.1-36. Pleading
Status: in_force

10-32.1-36. Pleading

In a derivative action under section 10-32.1-34, the complaint must state with particularity:

1. The date and content of the demand of the plaintiff and the response to the demand by

the other members, managers, or board of governors; or

2. If a demand has not been made, the reasons a demand under subsection 1 of section

10-32.1-34, would be futile.
N.D. Cent. Code § 10-04-04 — ND Code / Title 10 / Chapter 10-04 / Section 10-04-04
10-04-04. Registration of securities
Status: in_force

10-04-04. Registration of securities

It is unlawful for any person to sell, or offer for sale, any security in this state unless it is

registered under this chapter or the security or transaction is exempt under section 10-04-05 or

10-04-06 or it is a federal covered security.
N.D. Cent. Code § 10-01.1-03 — ND Code / Title 10 / Chapter 10-01.1 / Section 10-01.1-03
10-01.1-03. Fees
Status: in_force

10-01.1-03. Fees

1. The secretary of state shall collect the following fees when a filing is made under this

chapter:

a. Commercial registered agent listing, one thousand dollars;

b. Commercial registered agent termination statement, five hundred dollars;

c. Statement of change, ten dollars except when the change is a change of address

and in the secretary of state's opinion that change results from rezoning or postal

reassignment;

d. Statement appointing an agent for service of process, ten dollars; and

e. Any process, notice, or demand for service, twenty-five dollars.

2. The secretary of state shall collect the following fees for copying and certifying a copy

of any document filed under this chapter:

a. The fee provided in section 54-09-04 for copying a record;

b. Fifteen dollars for furnishing a certificate; and

c. Five dollars for a search of records when supplying copies, certification, or written

verification of facts.

3. The secretary of state may not collect a fee to file a statement of resignation.
N.D. Cent. Code § 10-35-01 — ND Code / Title 10 / Chapter 10-35 / Section 10-35-01
10-35-01. Citation
Status: in_force

10-35-01. Citation

This chapter may be cited as the "North Dakota Publicly Traded Corporations Act".
N.D. Cent. Code § 10-06.1-03 — ND Code / Title 10 / Chapter 10-06.1 / Section 10-06.1-03
10-06.1-03. Retention of mineral interests prohibited
Status: in_force

10-06.1-03. Retention of mineral interests prohibited

For land and minerals acquired after July 1, 1985, any corporation or limited liability

company that acquires mineral interests through foreclosure or in lieu of foreclosure which were

not specifically valued at the time the security interest in the minerals was acquired, and which

is prohibited from owning or leasing farmland or ranchland, is prohibited from retaining mineral

interests in farmland or ranchland when the corporation or limited liability company divests itself

of the land, and the mineral interests must be passed with the surface estate of the land when

the corporation or limited liability company divests itself of the land under this chapter.
N.D. Cent. Code § 10-15-50 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-50
10-15-50. Survival of remedy after dissolution
Status: in_force

10-15-50. Survival of remedy after dissolution

Except as provided in section 10-15-47, the dissolution of a cooperative does not impair any

remedy available to or against such cooperative, its directors, stockholders, or members for any

claim existing or any liability incurred prior to such dissolution if a proceeding thereon is

commenced within two years after the date of filing the articles or decree of dissolution.
N.D. Cent. Code § 10-06.1-01 — ND Code / Title 10 / Chapter 10-06.1 / Section 10-06.1-01
10-06.1-01. Definitions
Status: in_force

10-06.1-01. Definitions

For the purposes of this chapter, unless the language or context clearly indicates that a

different meaning is intended:

1. "Agricultural support services" means the business of providing aerial or surface

application services for others of seed, fertilizer, pesticides, or soil amendments, or the

business of custom harvesting.

2. "Aquaculture" means the breeding, growing, or harvesting of fish or the growing of

aquatic plants or crops.

3. "Authorized livestock farm corporation" means a corporation, joint-stock company or

association formed for livestock backgrounding, livestock finishing, or the production of

poultry or poultry products, milk or dairy products, or swine or swine products which is

allowed to engage in the business of farming or ranching under section 10-06.1-12.2,

which, at all times, complies with the requirements of this chapter.

4. "Authorized livestock farm limited liability company" means a limited liability company

formed for livestock backgrounding, livestock finishing, or the production of poultry or

poultry products, milk or dairy products, or swine or swine products which is allowed to

engage in the business of farming or ranching under section 10-06.1-12.2, which, at all

times, complies with the requirements of this chapter.

5. "Beekeeping" means the breeding or rearing of bee colonies or the owning,

maintenance, or management of bee apiaries.

6. "Custom harvesting" means the business of providing crop harvesting services for

others.

7. a. "Farming or ranching" means raising or producing agricultural crops, fruit,

horticultural products, or livestock or livestock products, or livestock

backgrounding, or livestock finishing.

b. The term does not include:

(1) Agricultural support services;

(2) Aquaculture or greenhouse agriculture by a person that has farmland or

ranchland holdings not exceeding forty acres [16.19 hectares];

(3) Beekeeping;

(4) The production of timber or forest products;

(5) The growing or processing of marijuana under chapter 19-24.1; or

(6) A contract under which a processor or distributor of farm or ranch products

or supplies provides grain, harvesting, or other farm or ranch services.

8. "Farming or ranching corporation" means a farm or ranch corporation, joint-stock

company, or association which is allowed to engage in the business of farming or

ranching under section 10-06.1-12, which, at all times, complies with the requirements

of this chapter.

9. "Farming or ranching limited liability company" means a farm or ranch limited liability

company which is allowed to engage in the business of farming or ranching under

section 10-06.1-12, which, at all times, complies with the requirements of this chapter.

10. "Farmland or ranchland" means agricultural land in this state used for farming or

ranching.

11. "Greenhouse agriculture" means the growing of plants or crops primarily under a

controlled environment in a sheltered structure with walls and a roof, both made

primarily of transparent or translucent material.

12. "Livestock" includes beef cattle, dairy cattle, elk, bison, poultry, swine, sheep, goats,

llamas, and alpacas.

13. "Livestock backgrounding" means the feeding or growing of livestock from weaning

until the livestock enter a livestock finishing feedlot or facility.

14. "Livestock finishing" means the feeding or growing of livestock for the purpose of

expeditiously preparing the livestock for harvest.

15. "Nonprofit organization" means an organization or trust that has tax-exempt status

under at least one of the following sections of the Internal Revenue Code:

a. An organization that was in existence on December 31, 1984, and that is

organized and operated exclusively for religious, charitable, scientific, testing for

public safety, literary, or educational purposes, or for the prevention of cruelty to

children or animals under section 501(c)(3), or is a domestic fraternal

organization under section 501(c)(10).

b. A charitable, religious, educational, or scientific organization classified as either a

private foundation or as a public charity having status as an organization

described in section 509(a)(1) or (3).

c. A trust described in section 4947 for which a deduction is allowable under

section 170.

16. "Operating the farm or ranch" means engaging in personal labor or management

activities on or off the farm or ranch, which contribute to the farm or ranch operations.
N.D. Cent. Code § 10-13-09 — ND Code / Title 10 / Chapter 10-13 / Section 10-13-09
10-13-09. Powers of electric cooperative corporation
Status: repealed

10-13-09. Powers of electric cooperative corporation

Repealed by omission from this code.
N.D. Cent. Code § 10-33-07 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-07
10-33-07. Private foundations - Provisions considered contained in articles
Status: in_force

10-33-07. Private foundations - Provisions considered contained in articles

1. The articles of incorporation of a corporation that is a private foundation as defined in

section 509(a) of the Internal Revenue Code and an instrument governing the use,

retention, or disposition by the corporation of its income or property must contain the

provisions contained in this section. If the articles and instrument do not contain these

provisions, they are considered to have incorporated the language in subdivisions a

through e with the same effect as though the language was set forth verbatim. Except

as provided in subsection 2, these provisions govern the corporation as to the use,

retention, and disposition of its income and property regardless of provisions of the

articles or instrument or other law of this state to the contrary:

a. The corporation shall distribute for each of its taxable years amounts at least

sufficient to avoid liability for the tax imposed by section 4942(a) of the Internal

Revenue Code;

b. The corporation may not engage in an act of "self-dealing" as defined in section

4941(d) of the Internal Revenue Code that would give rise to liability for the tax

imposed by section 4941(a) of the Internal Revenue Code;

c. The corporation may not retain "excess business holdings" as defined in section

4943(c) of the Internal Revenue Code that would give rise to liability for the tax

imposed by section 4943(a) of the Internal Revenue Code;

d. The corporation may not make investments that would jeopardize the carrying out

of the exempt purposes of the corporation, within the meaning of section 4944 of

the Internal Revenue Code, so as to give rise to liability for the tax imposed by

section 4944(a) of the Internal Revenue Code; and

e. The corporation may not make a "taxable expenditure" as defined in section

4945(d) of the Internal Revenue Code that would give rise to liability for the tax

imposed by section 4945(a) of the Internal Revenue Code.

2. Subsection 1 does not apply to a corporation if a court of competent jurisdiction

determines that the application would be contrary to the terms of an instrument

described in subsection 1 and that the instrument may not properly be changed to

conform to subsection 1.

3. A reference in subsection 1 to a particular section of the Internal Revenue Code

includes the corresponding provision of a future United States internal revenue law.

4. This section applies to all corporations that could be governed by this chapter,

notwithstanding section 10-33-02.

5. This section does not impair the rights and powers of the attorney general or the

courts of this state with respect to a corporation.
N.D. Cent. Code § 10-32.1-60 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-60
10-32.1-60. Effect of an exchange
Status: in_force

10-32.1-60. Effect of an exchange

When an exchange becomes effective, the membership interests in a limited liability

company to be exchanged under the terms of the plan are considered to be exchanged. The

members owning those membership interests are entitled only to the ownership interests,

securities, money, or other property into which those membership interests have been

converted or for which those membership interests have been exchanged according to the plan.
N.D. Cent. Code § 10-33-127 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-127
10-33-127. Foreign corporation - Admission of foreign corporation conducting activities - Obtaining licenses and permits
Status: in_force

10-33-127. Foreign corporation - Admission of foreign corporation conducting

activities - Obtaining licenses and permits.

A foreign corporation may not:

1. Conduct activities in this state or obtain any license or permit required by this state

until it has procured a certificate of authority from the secretary of state.

2. Conduct in this state any activity that is prohibited to a corporation incorporated under

this chapter.

3. Be denied a certificate of authority because the laws of the state or country where the

corporation is incorporated differ from the laws of this state.
N.D. Cent. Code § 10-15-14 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-14
10-15-14. Promotion expense - Limitation
Status: in_force

10-15-14. Promotion expense - Limitation

No cooperative funds may be used, nor any stock issued, in payment of any promotion

expenses in excess of ten percent of the paid-up capital stock or membership fees. No

commission or expenses shall be paid on the sale of stock in excess of ten percent of the par

value thereof, and the commission or expense shall be added to the selling price of the stock.
N.D. Cent. Code § 10-01.1-16 — ND Code / Title 10 / Chapter 10-01.1 / Section 10-01.1-16
10-01.1-16. Relation to Electronic Signatures in Global and National Commerce Act
Status: in_force

10-01.1-16. Relation to Electronic Signatures in Global and National Commerce Act

This chapter modifies, limits, and supersedes the federal Electronic Signatures in Global

and National Commerce Act [15 U.S.C. 7001 et seq.], but does not modify, limit, or supersede

section 101(c) of that Act [15 U.S.C. 7001(c)] or authorize delivery of any of the notices

described in section 103(b) of that Act [15 U.S.C. 7003(b)].
N.D. Cent. Code § 10-19.1-56 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-56
10-19.1-56. Officers deemed elected
Status: in_force

10-19.1-56. Officers deemed elected

In the absence of an election or appointment of officers by the board, the individual or

individuals exercising the functions of the principal officers of the corporation are deemed to

have been elected to those offices.
N.D. Cent. Code § 10-30.6-08 — ND Code / Title 10 / Chapter 10-30.6 / Section 10-30.6-08
10-30.6-08. Deposit of funds - Loans
Status: in_force

10-30.6-08. Deposit of funds - Loans

The corporation may not deposit any of its funds in any financial institution unless the

institution has been designated as a depository by a vote of a majority of the directors, exclusive

of any director who is an officer or director of the depository so designated. The corporation may

not receive money on deposit. No loans may be made directly or indirectly to any officer of the

corporation or to any firm of which the officer is a member or officer.
N.D. Cent. Code § 10-19.1-73 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-73
10-19.1-73. Notice of shareholder meetings
Status: in_force

10-19.1-73. Participation in a meeting by means of remote communication described

in subdivisions a and b of subsection 2 is a waiver of notice of that meeting, except

when the shareholder objects:

a. At the beginning of the meeting to the transaction of business because the

meeting is not lawfully called or convened; or

b. Before a vote on an item of business because the item may not lawfully be

considered at the meeting and does not participate in the consideration of the

item at that meeting.
N.D. Cent. Code § 10-19.1-13 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-13
10-19.1-13. Corporate name
Status: reserved

10-19.1-13. Corporate name

1. The corporate name:

a. Must be expressed in letters or characters used in the English language as those

letters or characters appear in the American standard code for information

interchange (ASCII) table.

b. Must contain the word "company", "corporation", "incorporated", "limited", or an

abbreviation of one or more of these words.

c. May not contain the words "limited liability company", "limited partnership",

"limited liability partnership", "limited liability limited partnership", or an

abbreviation of these words.

d. May not contain a word or phrase indicating or implying the corporation:

(1) Is incorporated for a purpose other than:

(a) A lawful business purpose for which a corporation may be

incorporated under this chapter; or

(b) For a purpose stated in its articles of incorporation; or

(2) May not be incorporated under this chapter.

e. Must be distinguishable in the records of the secretary of state from:

(1) The name, whether foreign and authorized to do business in this state or

domestic, unless there is filed with the articles a record that complies with

subsection 3, of:

(a) Another corporation;

(b) A corporation incorporated or authorized to do business in this state

under another chapter of this code;

(c) A limited liability company;

(d) A limited partnership;

(e) A limited liability partnership; or

(f) A limited liability limited partnership;

(2) A name the right to which is, at the time of incorporation, reserved in the

manner provided in section 10-19.1-14, 10-32.1-12, 10-33-11, 45-10.2-11,

45-13-04.2, or 45-22-05;

(3) A fictitious name registered in the manner provided in chapter 45-11;

(4) A trade name registered in the manner provided in chapter 47-25; or

(5) A trademark or service mark registered in the manner provided in chapter

47-22.

2. The secretary of state shall determine whether a corporate name is distinguishable in

the secretary of state's records from another name for purposes of this chapter and

may adopt rules reasonable or necessary for making these determinations.

3. If the secretary of state determines a corporate name is indistinguishable in the

secretary of state's records from another name for purposes of this chapter, the

corporate name may not be used unless there is filed with the articles:

a. The written consent of the holder of the rights to the name to which the proposed

name has been determined to be indistinguishable; or

b. A certified copy of a judgment of a court in this state establishing the prior right of

the applicant to the use of the name in this state.

4. This section does not affect the right of a domestic corporation existing on July 1,

1986, or a foreign corporation authorized to do business in this state on that date to

continue the use of its name.

5. This section and section 10-19.1-14 do not:

a. Abrogate or limit:

(1) The law of unfair competition or unfair practices;

(2) Chapter 47-25;

(3) The laws of the United States with respect to the right to acquire and protect

copyrights, trade names, trademarks, service names, and service marks; or

(4) Any other rights to the exclusive use of names or symbols; or

b. Derogate the common law or the principles of equity.

6. A domestic or foreign corporation that is the surviving organization in a merger with

one or more other organizations, or that acquires by sale, lease, or other disposition to

or exchange with an organization all or substantially all of the assets of another

organization including its name, may have the same name, subject to the

requirements of subsection 1, as that used in this state by any of the other

organizations, if the other organization whose name is sought to be used:

a. Was incorporated, organized, formed, or registered under the laws of this state;

b. Is authorized to transact business or conduct activities in this state;

c. Holds a reserved name in the manner provided in section 10-19.1-14, 10-32.1-12,

10-33-11, 45-10.2-11, 45-13-04.2, or 45-22-05;

d. Holds a fictitious name registered in the manner provided in chapter 45-11;

e. Holds a trade name registered in the manner provided in chapter 47-25; or

f. Holds a trademark or service mark registered in the manner provided in chapter

47-22.

7. The use of a name by a corporation in violation of this section does not affect or vitiate

its corporate existence. However, a court in this state may, upon application of the

state or of an interested or affected person, enjoin the corporation from doing business

under a name assumed in violation of this section, although its articles may have been

filed with the secretary of state and a certificate of incorporation issued.

8. A corporation whose period of existence has expired or is involuntarily dissolved by the

secretary of state pursuant to section 10-19.1-146 or 10-19.1-146.1 may reacquire the

right to use that name by refiling articles of incorporation pursuant to section

10-19.1-11, unless the name has been adopted for use or reserved by another person,

in which case the filing will be rejected unless the filing is accompanied by a written

consent or judgment as provided in subsection 3. A corporation that cannot reacquire

the use of its corporate name shall adopt a new corporate name that complies with the

provisions of this section:

a. By refiling articles of incorporation pursuant to section 10-19.1-11;

b. By amending pursuant to section 10-19.1-17; or

c. By reinstating pursuant to section 10-19.1-146.

9. Subject to section 10-19.1-133, this section applies to a foreign corporation transacting

business in this state, having a certificate of authority to transact business in this state,

or applying for a certificate of authority.

10. An amendment that only changes the name of the corporation may be authorized by a

resolution approved by the board and may be submitted to and approved by the

shareholders as provided in section 10-19.1-18.

11. A corporation that files its articles of incorporation with an effective date later than the

date of filing as provided in section 10-19.1-12 shall maintain the right to the name

until the effective date.
N.D. Cent. Code § 10-33-70 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-70
10-33-70. Members' list for meeting
Status: in_force

10-33-70. Members' list for meeting

1. After fixing a record date for notice of and voting at a meeting, a corporation shall

prepare an alphabetical list of the names of its members who are entitled to notice and

to vote. The list must show the address and number of votes each member is entitled

to vote at the meeting.

2. The list of members must be available for inspection by a member with voting rights for

the purpose of communication with other members concerning the meeting, beginning

two business days after the meeting notice is given and continuing through the

meeting, at the principal executive office of the corporation or at a reasonable place

identified in the meeting notice in the city where the meeting will be held.

a. The list also must be available at the meeting.

b. A member, a member's agent, or attorney is entitled on written demand to inspect

and to copy the list, at a reasonable time and at the member's expense, during

the period it is available for inspection and at any time during the meeting or an

adjournment.

3. If the corporation refuses to allow a member with voting rights, the member's agent, or

attorney to inspect the list of members before or at the meeting, the district court of the

county where the principal executive office of the corporation is located, on application

of the member, may:

a. Order the inspection or copying at the corporation's expense;

b. Postpone the meeting until the inspection or copying is complete; or

c. Order the corporation to pay the member's costs, including reasonable attorney's

fees, incurred to obtain the order.

4. Unless a written demand to inspect and copy a membership list has been made under

subsection 2 before the membership meeting and a corporation improperly refuses to

comply with the demand, refusal or failure to comply with this section does not affect

the validity of action taken at the meeting.

5. A member, agent, or attorney who gains access to a membership list under this

section may not use or give to another for use the membership list for any purpose

other than a proper purpose. Upon application of the corporation, the district court may

issue a protective order or order other relief necessary to enforce this subsection.
N.D. Cent. Code § 10-15-42 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-42
10-15-42. Articles of merger or consolidation - Effect
Status: in_force

10-15-42. Articles of merger or consolidation - Effect

1. Articles of merger or consolidation shall set forth the approved plan and such other

information as is required by section 10-15-38. They shall be signed by two principal

officers of each association merging or consolidating, sealed with the seal of each

such association if any, and filed as an amendment to the articles. Unless otherwise

specified in the plan, the merger or consolidation is effective when the articles are so

filed.

2. After the effective date, the associations which are parties to the plan become a single

association. In the case of a merger, the surviving association is that association so

designated in the plan. In the case of a consolidation, the new association is the

association provided for in the plan. The separate existence of all associations which

are parties to the plan, except the surviving or new association, then ceases.

3. The surviving or new association possesses all the rights and all the property of each

of the individual associations and is responsible for all their obligations. Title to any

property is vested in the surviving or new association with no reversion or impairment

thereof caused by the merger or consolidation. No right of any creditor may be

impaired by the merger or consolidation without the creditor's consent.

4. The articles of the surviving association are deemed amended to the extent provided

in the plan of merger.
N.D. Cent. Code § 10-15-12.1 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-12.1
10-15-12.1. Change of registered office or registered agent - Change of name of registered agent
Status: repealed

10-15-12.1. Change of registered office or registered agent - Change of name of

registered agent.

Repealed by S.L. 2007, ch. 99, § 85.
N.D. Cent. Code § 10-33-87 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-87
10-33-87. Plan approval
Status: in_force

10-33-87. Plan approval

1. A plan of merger or consolidation must be approved and adopted by each constituent

corporation as provided in this section.

2. If a constituent corporation has members with voting rights with respect to mergers

and consolidations as required by section 10-33-42, the board of directors of the

corporation shall adopt a resolution by the affirmative vote of a majority of all directors

approving a proposed plan of merger or consolidation and directing that the plan be

submitted to a vote at a meeting of the members with voting rights. Notice of the

meeting must be given to each member with voting rights, accompanied by a copy or

summary of the proposed plan. Unless the articles or bylaws require a greater vote,

the plan of merger or consolidation is adopted upon receiving the affirmative vote of a

majority of the members with voting rights voting on the action.

3. When a constituent corporation does not have a member with voting rights and unless

the articles or bylaws require a greater vote, a plan of merger or consolidation is

adopted at a meeting of the board of directors of the corporation upon receiving the

affirmative votes of a majority of all directors. Notice of the meeting must be given to all

directors accompanied by a copy of the proposed plan of merger or consolidation.
N.D. Cent. Code § 10-33-35 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-35
10-33-35. Resignation of directors
Status: in_force

10-33-35. Resignation of directors

1. A director may resign at any time by giving written notice to the corporation. The

resignation is effective without acceptance when the notice is given to the corporation,

unless a later effective time is specified in the notice.

2. If a resignation is made effective at a later date, the board may fill the pending vacancy

before the effective date if the board provides that the successor does not take office

until the effective date.
N.D. Cent. Code § 10-33-41 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-41
10-33-41. Quorum of directors
Status: in_force

10-33-41. Quorum of directors

A majority, or a larger or smaller proportion or number provided in the articles or bylaws, of

the directors currently holding office is a quorum for the transaction of business. In the absence

of a quorum, a majority of the directors present may adjourn a meeting from time to time until a

quorum is present. If a quorum is present when a duly called or held meeting is convened, the

directors present may continue to transact business until adjournment, even though the

withdrawal of a number of directors originally present leaves less than the proportion or number

otherwise required for a quorum.
N.D. Cent. Code § 10-33-61 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-61
10-33-61. Resignation by members
Status: in_force

10-33-61. Resignation by members

A member may resign at any time. The resignation of a member does not relieve the

member from any obligations the member may have to the corporation for dues, assessments,

or fees or charges for goods or services.
N.D. Cent. Code § 10-06.1-23 — ND Code / Title 10 / Chapter 10-06.1 / Section 10-06.1-23
10-06.1-23. Attorney general to conduct random compliance program
Status: in_force

10-06.1-23. Attorney general to conduct random compliance program

Each year the attorney general shall select at random at least five percent of the total

number of corporations and limited liability companies authorized under this chapter for

requests for information to determine compliance with this chapter. For this purpose, the

attorney general may request affidavits, share transfer records, certified copies of marriage

licenses, birth certificates, deeds, leases, and other records and documents necessary to

determine compliance. The corporation or limited liability company shall comply with any

request for information made under this section.
N.D. Cent. Code § 10-15-52.6 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-52.6
10-15-52.6. Change of registered office or registered agent of foreign cooperative
Status: in_force

10-15-52.6. Change of registered office or registered agent of foreign cooperative

As provided in section 10-01.1-11:

1. A foreign cooperative authorized to transact business in this state may change its

registered office, its registered agent, or both; and

2. A registered agent of a foreign cooperative may resign.
N.D. Cent. Code § 10-34-07 — ND Code / Title 10 / Chapter 10-34 / Section 10-34-07
10-34-07. Powers
Status: in_force

10-34-07. Powers

A real estate investment trust has the power to:

1. Unless the declaration of trust provides otherwise, have perpetual existence

unaffected by any rule against perpetuities.

2. Sue, be sued, complain, and defend in all courts.

3. Transact its business, carry on its operations, and exercise the powers granted by this

title in any state, territory, district, or possession of the United States and in any foreign

country.

4. Make contracts, incur liabilities, and borrow money.

5. Sell, mortgage, lease, pledge, exchange, convey, transfer, and otherwise dispose of all

or any part of its assets.

6. Issue bonds, notes, and other obligations and secure them by mortgage or deed of

trust of all or any part of its assets.

7. Acquire by purchase or in any other manner and take, receive, own, hold title in the

name of the trust, use, employ, improve, encumber, and otherwise deal with any

interest in real and personal property, wherever located.

8. Purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use,

employ, sell, mortgage, loan, pledge, or otherwise dispose of and deal in and with:

a. Securities, shares, and other interests in any obligations of domestic and foreign

corporations, other real estate investment trusts, associations, partnerships, and

individuals; and

b. Direct and indirect obligations of the United States, any other government, state,

territory, government district, and municipality, and any instrumentality of them.

9. Elect or appoint trustees, officers, and agents of the trust for the period of time the

declaration of trust or bylaws provide, define their duties, and determine their

compensation.

10. Adopt and implement employee and officer benefit plans.

11. Make and alter bylaws not inconsistent with law or with its declaration of trust to

regulate the government of the real estate investment trust and the administration of

its affairs.

12. Exercise these powers, including the power to take, hold, and dispose of the title to

property in the name of the trust or in the name of its trustees, without the filing of any

bond.

13. Generally exercise the powers set forth in its declaration of trust which are not

inconsistent with law and are appropriate to promote and attain the purposes set forth

in its declaration of trust.
N.D. Cent. Code § 10-15-08 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-08
10-15-08. Certificate of association
Status: in_force

10-15-08. Certificate of association

Upon receipt of the articles of association and payment of the required fees, the secretary of

state shall issue a certificate of association. The certificate of association shall be conclusive

evidence, except as against the state in a proceeding to cancel or revoke such certificate, that

all conditions precedent to corporate existence have been met.
N.D. Cent. Code § 10-06.1-11 — ND Code / Title 10 / Chapter 10-06.1 / Section 10-06.1-11
10-06.1-11. Required nonprofit organization divestiture of farmland or ranchland
Status: in_force

10-06.1-11. Required nonprofit organization divestiture of farmland or ranchland

In addition to the divestiture requirements of sections 10-06.1-10 and 10-06.1-24, a

nonprofit organization that acquires farmland or ranchland by gift or devise after December 31,

1984, the ownership of which is not permitted under this chapter, shall divest itself of the land

within ten years after the acquisition. For purposes of this section, "ownership" means holding

either fee or equitable title, unless fee title is held solely as security for payment of the purchase

price, or unless fee title does not carry with it the right to immediate possession of the property.

If the organization fails to divest itself of the land within the required time, the attorney general

shall take action under section 10-06.1-24.
N.D. Cent. Code § 10-19.1-02 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-02
10-19.1-02. Application to corporations incorporated after June 30, 1985
Status: in_force

10-19.1-02. Application to corporations incorporated after June 30, 1985

This chapter applies to all corporations for profit incorporated for a purpose or purposes for

which a corporation might be incorporated under this chapter or which are incorporated under

chapters 6-05, 10-06.1, 10-30, 10-31, 26-08, or any other chapter which provides that such

corporations are governed by the general corporation laws of this state.
N.D. Cent. Code § 10-19.1-43 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-43
10-19.1-43. Board meetings
Status: in_force

10-19.1-43. 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. If the articles, bylaws, or board fail to select a place for a meeting, the meeting

must be held at the principal executive office, unless the articles or bylaws

provide otherwise.

b. The board may determine under subsection 2 that a meeting of the board shall be

held solely by means of remote communication.

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

presence in person at the meeting.

2. Any meeting may be conducted:

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

directors may participate with each other during 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 a quorum at a

meeting.

b. By means of conference telephone or, if authorized by the board, by one or more

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

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

may 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 10-19.1-30, at least three days' notice, to

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

a. The notice 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.

(1) Any consent so given may be relied upon until revoked by the director.

(2) However, no revocation affects the validity of any notice given before a

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 § 10-36-03 — ND Code / Title 10 / Chapter 10-36 / Section 10-36-03
10-36-03. Applicability of chapters 10-32.1 and 10-33
Status: in_force

10-36-03. Applicability of chapters 10-32.1 and 10-33

1. In any case not provided for in this chapter, chapter 10-33 governs.

2. In applying chapter 10-33 to a nonprofit limited liability company and unless the

context otherwise requires, all references in chapter 10-33 to:

a. "Board" refers to the board of governors.

b. "Corporation" refers to a nonprofit limited liability company.

c. "Director" refers to a governor.

d. "Foreign corporation" refers to a foreign nonprofit limited liability company.

e. "Officer" refers to a manager.

3. Section 10-32.1-11 applies to the name of a nonprofit limited liability company as if it

were a limited liability company governed under chapter 10-32.1.
N.D. Cent. Code § 10-30-01 — ND Code / Title 10 / Chapter 10-30 / Section 10-30-01
10-30-01. Organization
Status: in_force

10-30-01. Organization

1. Any ten or more natural persons who are residents of this state may form a state

development corporation by complying with the conditions prescribed in this chapter.

2. They shall subscribe and acknowledge a certificate specifying:

a. The name, the general nature of its business, and the principal place of

transacting its business. The name must distinguish the corporation from all other

corporations authorized to do business in the state and contain the words "state

development corporation".

b. The period of its duration, which must be perpetual.

c. The name and residence of each incorporator.

d. The names and addresses of those composing this board until the first election.

e. The highest amount of indebtedness or liability to which the corporation shall be

subject.

3. The certificate may contain any other lawful provision defining and regulating the

powers and business of the corporation, its officers, directors, members, and

stockholders.
N.D. Cent. Code § 10-01.1-05 — ND Code / Title 10 / Chapter 10-01.1 / Section 10-01.1-05
10-01.1-05. Appointment of registered agent
Status: in_force

10-01.1-05. Appointment of registered agent

1. A registered agent filing must state:

a. The name of the commercial registered agent of the represented entity; or

b. If the entity does not have a commercial registered agent, then the name and

address of the noncommercial registered agent of the entity.

2. The appointment of a registered agent pursuant to subsection 1 is an affirmation by

the represented entity that the agent has consented to serve as such.

3. Upon request and as soon as practicable, the secretary of state shall make available

in a record a list of filings that contain the name of a registered agent. The list must:

a. List in alphabetical order the names of the registered agents; and

b. State:

(1) The type of filing;

(2) The name of the represented entity making the filing; and

(3) The address of the principal executive office if disclosed in the record filed

by the represented entity.
N.D. Cent. Code § 10-34-01 — ND Code / Title 10 / Chapter 10-34 / Section 10-34-01
10-34-01. Definitions
Status: in_force

10-34-01. Definitions

In this chapter, unless the content otherwise requires:

1. "Real estate investment trust" means an unincorporated trust or association formed

under this chapter under which property is acquired, held, managed, administered,

controlled, invested, or disposed of by trustees for the benefit and profit of any person

who may become a shareholder.

2. "Share" means a transferable unit of beneficial interest in a real estate investment

trust.
N.D. Cent. Code § 10-19.1-45 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-45
10-19.1-45. Quorum of directors
Status: in_force

10-19.1-45. Quorum of directors

A majority, or a larger or smaller proportion or number provided in the articles or bylaws, of

the directors currently holding office is a quorum for the transaction of business. In the absence

of a quorum, a majority of the directors present may adjourn a meeting from time to time until a

quorum is present. If a quorum is present when a duly called or held meeting is convened, the

directors present may continue to transact business until adjournment, even though the

withdrawal of a number of directors originally present leaves less than the proportion or number

otherwise required for a quorum.
N.D. Cent. Code § 10-19.1-34 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-34
10-19.1-34. Qualifications and election of directors
Status: in_force

10-19.1-34. Qualifications and election of directors

Directors must be individuals. The method of election and any additional qualifications for

directors may be imposed by or in the manner provided in the articles or bylaws.
N.D. Cent. Code § 10-15-59 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-59
10-15-59. Associations not in restraint of trade
Status: in_force

10-15-59. Associations not in restraint of trade

No association organized under this chapter shall be deemed to be a combination in

restraint of trade or an illegal monopoly, or an attempt to lessen competition or fix prices

arbitrarily. The marketing contracts or agreements between any such association and its

members, or any agreements authorized in this chapter, shall not be considered illegal nor in

restraint of trade.
N.D. Cent. Code § 10-19.1-121 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-121
10-19.1-121. Decree of dissolution
Status: in_force

10-19.1-121. Decree of dissolution

1. In an involuntary or supervised voluntary dissolution after the costs and expenses of

the proceedings and all debts, obligations, and liabilities of the corporation have been

paid or discharged and all of its remaining property and assets have been distributed

to its shareholders or, if its property and assets are not sufficient to satisfy and

discharge the costs, expenses, debts, obligations, and liabilities, when all the property

and assets have been applied so far as they will go to their payment according to the

priorities set forth in section 10-19.1-116, the court shall enter a decree dissolving the

corporation.

2. When the decree dissolving the corporation has been entered, the corporation is

dissolved.
N.D. Cent. Code § 10-34-04 — ND Code / Title 10 / Chapter 10-34 / Section 10-34-04
10-34-04. Compliance with title - Registered office - Registered agent
Status: reserved

10-34-04. Compliance with title - Registered office - Registered agent

1. A real estate investment trust may not do business in this state until it complies with

this title.

2. Each real estate investment trust shall continuously maintain a registered agent as

provided by chapter 10-01.1, and if a noncommercial registered agent, then the

address of that noncommercial registered agent in this state.

3. A domestic or foreign real estate investment trust shall register with the secretary of

state by submitting an application signed by a trustee which includes:

a. The name of the real estate investment trust which must be distinguishable in the

records of the secretary of state from the name of another real estate investment

trust registered with the secretary of state, or a corporation, limited liability

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

partnership, or a name that is in some manner reserved with the secretary of

state, is a fictitious trade name registered as provided in chapter 45-11, is a trade

name registered as provided in chapter 47-25, or is a trademark or service mark

registered as provided in chapter 47-22, unless a written consent of the holder of

the indistinguishable trade name to use the name proposed by the real estate

investment trust is filed with the secretary of state. The name may not contain the

word "corporation", "company", "incorporated", "limited liability company", or an

abbreviation of these words. The secretary of state shall determine whether a

name is distinguishable in the secretary of state's records and may adopt rules

reasonable or necessary for making these determinations.

b. The state and date of its formation.

c. The name, address, and principal place of business of each trustee and officer.

d. The name of its registered agent as provided in chapter 10-01.1 and, if a

noncommercial registered agent, then the address of that noncommercial

registered agent in this state.

e. The address of the principal place of business.

f. A statement that the secretary of state is appointed the agent of the real estate

investment trust for service of process as provided in section 10-01.1-13.

4. If the secretary of state finds that an application for registration of a real estate

investment trust conforms to law and all fees have been paid, the secretary of state

shall:

a. Endorse on the application the word "filed", and the month, day, and year of the

filing.

b. File the application in the office of the secretary of state.

5. A real estate investment trust may change its registered office, change its registered

agent, or state a change in the name of its registered agent as provided in chapter

10-01.1.

6. A registered agent of a real estate investment trust may resign as provided in chapter

10-01.1.

7. If any statement in the application was false when made or any arrangements or other

facts described have changed, making the application inaccurate in any respect, the

real estate investment trust shall file promptly with the secretary of state an application

for an amended application executed by an authorized person correcting the

statement. If only a change of address of the principal place of business is required, an

amended application need not be filed; however, the change of address of the

principal place of business must be submitted in writing to the secretary of state

without a filing fee.

8. The secretary of state may revoke the registration of a domestic or foreign real estate

investment trust for failure to maintain a registered office or a registered agent as

required by this chapter and chapter 10-01.1. Before revoking the registration, the

secretary of state shall give not less than sixty days' notice by mail addressed to the

last registered agent at the last registered office, or to the principal office of record of a

foreign real estate investment trust of the deficiency.
N.D. Cent. Code § 10-33-97 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-97
10-33-97. Voluntary dissolution by incorporators
Status: in_force

10-33-97. Voluntary dissolution by incorporators

1. If the first board has not been named in the articles, designated or appointed pursuant

to the articles, or elected under section 10-33-25, a corporation may be dissolved by

the incorporators as provided in this section.

2. A majority of the incorporators shall sign articles of dissolution containing:

a. The name of the corporation;

b. The date of incorporation;

c. A statement that the first board has not been:

(1) Named in the articles;

(2) Designated or appointed pursuant to the articles; or

(3) Elected at an organizational meeting;

d. A statement that no debts remain unpaid; and

e. A statement:

(1) That notice to the attorney general required by section 10-33-122 has been

given and the waiting period:

(a) Has expired; or

(b) Has been waived by the attorney general; or

(2) That section 10-33-122 is not applicable.

3. The articles of dissolution must be filed with the secretary of state together with the

fees provided in section 10-33-140.

4. When the articles of dissolution have been filed with the secretary of state, the

corporation is dissolved.

5. The secretary of state shall issue to the dissolved corporation a certificate of

dissolution that contains:

a. The name of the corporation;

b. The date the articles of dissolution were filed with the secretary of state; and

c. A statement that the corporation is dissolved.
N.D. Cent. Code § 10-33-84 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-84
10-33-84. Indemnification
Status: in_force

10-33-84. Indemnification

1. For purposes of this section:

a. "Corporation" includes a domestic or foreign corporation that was the

predecessor of the corporation referred to in this section in a merger or other

transaction in which the predecessor's existence ceased upon consummation of

the transaction.

b. "Official capacity" means:

(1) With respect to a director, the position of director in a corporation;

(2) With respect to a person other than a director, the elective or appointive

office or position held by an officer, member of a committee of the board, or

the employment relationship undertaken by an employee of the corporation;

and

(3) With respect to a director, officer, or employee of the corporation who, while

a director, officer, or employee of the corporation, is or was serving at the

request of the corporation or whose duties in that position involve or

involved service as a director, governor, officer, manager, partner, trustee,

employee, or agent of another organization or employee benefit plan, the

position of that person as a director, governor, officer, manager, partner,

trustee, employee, or agent, as the case may be, of the other organization

or employee benefit plan.

c. "Proceeding" means a threatened, pending, or completed civil, criminal,

administrative, arbitration, or investigative proceeding, including a proceeding by

or in the right of the corporation.

d. "Special legal counsel" means counsel who has not in the preceding five years:

(1) Represented the corporation or a related organization in any capacity other

than special legal counsel; or

(2) Represented a director, officer, member of a committee of the board, or

employee whose indemnification is in issue.

2. Subject to subsection 5, a corporation shall indemnify a person made or threatened to

be made a party to a proceeding by reason of the former or present official capacity of

the person against judgments, penalties, fines including excise taxes assessed against

the person with respect to an employee benefit plan, settlements, and reasonable

expenses, including attorney's fees and disbursements, incurred by the person in

connection with the proceeding, if, with respect to the acts or omissions of the person

complained of in the proceeding, the person:

a. Has not been indemnified by another organization or employee benefit plan for

the same judgments, penalties, fines including excise taxes assessed against the

person with respect to an employee benefit plan, settlements, and reasonable

expenses, including attorney's fees and disbursements, incurred by the person in

connection with the proceeding with respect to the same acts or omissions;

b. Acted in good faith;

c. Received no improper personal benefit and section 10-33-45, if applicable, has

been satisfied;

d. In the case of a criminal proceeding, had no reasonable cause to believe the

conduct was unlawful; and

e. In the case of acts or omissions occurring in the official capacity described in

paragraph 1 or 2 of subdivision b of subsection 1, reasonably believed that the

conduct was in the best interests of the corporation, or in the case of acts or

omissions occurring in the official capacity described in paragraph 3 of

subdivision b of subsection 1, reasonably believed that the conduct was not

opposed to the best interests of the corporation. If the person's acts or omissions

complained of in the proceeding relate to conduct as a director, governor, officer,

manager, trustee, employee, or agent of an employee benefit plan, the conduct is

not considered to be opposed to the best interests of the corporation if the person

reasonably believed that the conduct was in the best interests of the participants

or beneficiaries of the employee benefit plan.

3. The termination of a proceeding by judgment, order, settlement, conviction, or upon a

plea of nolo contendere or its equivalent does not, of itself, establish that the person

did not meet the criteria set forth in subsection 2.

4. Subject to subsection 5, if a person is made or threatened to be made a party to a

proceeding, the person is entitled, upon written request to the corporation, to payment

or reimbursement by the corporation of reasonable expenses, including attorney's fees

and disbursements, incurred by the person in advance of the final disposition of the

proceeding:

a. Upon receipt by the corporation of a written affirmation by the person of a

good-faith belief that the criteria for indemnification set forth in subsection 2 have

been satisfied and a written undertaking by the person to repay all amounts so

paid or reimbursed by the corporation, if it is ultimately determined that the criteria

for indemnification have not been satisfied; and

b. After a determination that the facts then known to those making the determination

would not preclude indemnification under this section.

The written undertaking required by subdivision a is an unlimited general obligation of

the person making it, but need not be secured and shall be accepted without reference

to financial ability to make the repayment.

5. The articles or bylaws may prohibit indemnification or advances of expenses otherwise

required by this section or may impose conditions on indemnification or advances of

expenses in addition to the conditions contained in subsections 2, 3, and 4, including

monetary limits on indemnification or advances for expenses, if the prohibition

conditions apply equally to all persons or to all persons within a given class. A

prohibition or limit on indemnification or advances may not apply to or affect the right of

a person to indemnification or advances of expenses with respect to any acts or

omissions of the person occurring before the effective date of a provision in the articles

or the date of adoption of a provision in the bylaws establishing the prohibition or limit

on indemnification or advances.

6. This section does not require, or limit the ability of, a corporation to reimburse

expenses, including attorney's fees and disbursements, incurred by a person in

connection with an appearance as a witness in a proceeding at a time when the

person has not been made or threatened to be made a party to a proceeding.

7. All determinations whether indemnification of a person is required because the criteria

provided in subsection 2 have been satisfied and whether a person is entitled to

payment or reimbursement of expenses in advance of the final disposition of a

proceeding as provided in subsection 4 must be made:

a. By the board by a majority of a quorum, if the directors who are at the time parties

to the proceeding are not counted for determining either a majority or the

presence of a quorum;

b. If a quorum under subdivision a cannot be obtained by a majority of a committee

of the board, consisting solely of two or more directors not at the time parties to

the proceeding, duly designated to act in the matter by a majority of the full board,

including directors who are parties;

c. If a determination is not made under subdivision a or b, by special legal counsel,

selected either by a majority of the board or a committee by vote pursuant to

subdivision a or b or, if the requisite quorum of the full board cannot be obtained

and the committee cannot be established, by a majority of the full board, including

directors who are parties;

d. If a determination is not made under subdivisions a, b, and c, by the members

with voting rights, other than members who are a party to the proceeding; or

e. If an adverse determination is made under subdivisions a through d, or under

subsection 8, or if no determination is made under subdivisions a through d, or

under subsection 8, within sixty days after:

(1) The later to occur of the termination of a proceeding or a written request for

indemnification to the corporation; or

(2) A request for an advance of expenses, as the case may be, by a court in

this state, which may be the same court in which the proceeding involving

the person's liability took place, upon application of the person and any

notice the court requires.

The person seeking indemnification or payment or reimbursement of expenses

pursuant to this subdivision has the burden of establishing that the person is

entitled to indemnification or payment or reimbursement of expenses.

8. With respect to a person who is not, and who was not at the time of the acts or

omissions complained of in the proceedings, a director, officer, or person possessing,

directly or indirectly, the power to direct or cause the direction of the management or

policies of the corporation, the determination whether indemnification of this person is

required because the criteria set forth in subsection 2 have been satisfied and whether

this person is entitled to payment or reimbursement of expenses in advance of the

final disposition of a proceeding as provided in subsection 4 may be made by an

annually appointed committee of the board, having at least one member who is a

director. The committee shall report at least annually to the board concerning its

actions.

9. A corporation may purchase and maintain insurance on behalf of a person in that

person's official capacity against any liability asserted against and incurred by the

person in or arising from that capacity, whether or not the corporation would have been

required to indemnify the person against the liability under this section.

10. A corporation with members with voting rights that indemnifies or advances expenses

to a person in accordance with this section in connection with a proceeding by or on

behalf of the corporation shall report to the members in writing the amount of the

indemnification or advance and to whom and on whose behalf it was paid not later

than the next meeting of members.

11. Nothing in this section shall be construed to limit the power of the corporation to

indemnify persons other than a director, an officer, an employee, or a member of a

committee of the board by contract or otherwise.
N.D. Cent. Code § 10-30.6-02 — ND Code / Title 10 / Chapter 10-30.6 / Section 10-30.6-02
10-30.6-02. Purposes
Status: in_force

10-30.6-02. Purposes

This chapter is intended to allow all banks, including state-chartered banks, the right to form

community development corporations, as defined by the federal office of the comptroller of the

currency and the federal reserve. The purpose of the corporation is to assist communities in this

state in economic development, housing, the creation of jobs for low and moderate income

persons, and development of community facilities. A special emphasis is to be on rural

communities.
N.D. Cent. Code § 10-33-142.1 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-142.1
10-33-142.1. Secretary of state - Confidential records
Status: in_force

10-33-142.1. Secretary of state - Confidential records

Any social security number or federal tax identification number disclosed or contained in

any record filed with the secretary of state under this chapter is confidential. The secretary of

state shall delete or obscure any social security number or federal tax identification number

before a copy of any record is released to the public.
N.D. Cent. Code § 10-33-77 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-77
10-33-77. Proxies
Status: in_force

10-33-77. Proxies

1. If the articles or bylaws permit proxy voting, a member may cast or authorize the

casting of a vote by:

a. Filing a nonelectronic written appointment of a proxy signed by the member, with

an officer of a corporation at or before the meeting at which the appointment is to

be effective; or

b. Telephonic transmission or authenticated electronic communication whether or

not accompanied by written instructions of the member, of an appointment of a

proxy with the corporation or the corporation's duly authorized agent at or before

the meeting at which the appointment is to be effective.

2. An appointment of a proxy is effective when received by the secretary or other officer

or agent authorized to tabulate votes. An appointment is valid for eleven months

unless a different period is expressly provided in the appointment. However, a proxy is

not valid for more than three years from its date of execution.

3. An appointment of a proxy is revocable by the member. Appointment of a proxy is

revoked by the person appointing the proxy by attending a meeting and voting in

person, or signing and delivering to the officer or agent authorized to tabulate proxy

votes either a writing stating that the appointment of the proxy is revoked, or a later

appointment. Revocation in either manner revokes all prior proxy appointments and is

effective when filed with an officer of the corporation.

4. The death or incapacity of the member appointing a proxy does not affect the right of

the corporation to accept the authority of the proxy unless notice of the death or

incapacity is received by an officer authorized to tabulate votes before the proxy

exercises authority under the appointment.

5. Subject to section 10-33-78 and an express limitation on the authority of the proxy

appearing on the face of the appointment form, a corporation is entitled to accept the

vote or other action of the proxy as that of the member making the appointment.

6. The vote of a proxy is final, binding, and not subject to challenge, but the proxy is

liable to the member for damages resulting from a failure to exercise the proxy or from

an exercise of the proxy in violation of the authority granted in the appointment.

7. Unless the appointment specifically provides otherwise, if two or more persons are

appointed as proxies for a member, any one of them may vote on each item of

business in accordance with specific instructions contained in the appointment, but if

no specific instructions are contained in the appointment with respect to voting on a

particular item of business, a majority of the proxies have the authority conferred by

the instrument. If the proxies are equally divided, they share the vote equally.
N.D. Cent. Code § 10-04-07.2 — ND Code / Title 10 / Chapter 10-04 / Section 10-04-07.2
10-04-07.2. Registration by coordination
Status: in_force

10-04-07.2. Registration by coordination

1. A security for which a registration statement has been filed under the federal Securities

Act of 1933 [15 U.S.C. 77a et seq.] in connection with the same offering may be

registered by coordination under this section. Only the issuer of the security or a

broker-dealer registered under section 10-04-10 may make an application for

registration of securities by coordination.

2. A registration statement and accompanying records under this section must contain or

be accompanied by all of the following records in addition to the information specified

in section 10-04-08, a payment of an initial filing fee in the amount as set forth in

subsection 2 of section 10-04-08, and a consent to service of process conforming to

the requirements of section 10-04-14:

a. A copy of the latest form of prospectus filed under the federal Securities Act of

1933 [15 U.S.C. 77a et seq.].

b. A copy of the articles of incorporation and bylaws, or substantial equivalents,

currently in effect; a copy of any agreement with or among underwriters; a copy of

any indenture or other instrument governing the issuance of the security to be

registered; and a specimen, copy, or description of the security that is required by

rule adopted or order issued under this chapter.

c. Copies of any other information or any other records filed by the issuer under the

federal Securities Act of 1933 [15 U.S.C. 77a et seq.] requested by the

commissioner.

d. An undertaking to forward each amendment to the federal prospectus, other than

an amendment that delays the effective date of the registration statement,

promptly after filing with the federal securities and exchange commission.

3. A registration statement under this section becomes effective simultaneously with or

subsequent to the federal registration statement if all the following conditions are

satisfied.

a. A stop order under subsection 4 or issued by the federal securities and exchange

commission is not in effect and a proceeding is not pending against the issuer

under section 10-04-09.

b. The registration statement has been on file for at least twenty days or a shorter

period provided by rule adopted or order issued under this chapter.

4. The registrant promptly shall notify the commissioner in a record of the date the

federal registration statement becomes effective and the content of any price

amendment and promptly shall file a record containing the price amendment. If the

notice is not timely received, the commissioner may issue a stop order, without prior

notice or hearing, retroactively denying effectiveness to the registration statement or

suspending the registration statement's effectiveness until compliance with this

section. The commissioner promptly shall notify the registrant of an order by sending a

copy of the order to the registrant and if the registrant subsequently complies with the

notice requirements of this section, the stop order is void as of the date of issuance.

5. If the federal registration statement becomes effective before each of the conditions in

this section is satisfied or is waived by the commissioner, the registration statement is

automatically effective under this chapter at the time all the conditions are satisfied or

waived. If the registrant notifies the commissioner of the date the federal registration

statement is expected to become effective, the commissioner promptly shall notify the

registrant and promptly confirm this notice by a record, indicating whether all the

conditions are satisfied or waived and whether the commissioner intends the institution

of a proceeding under section 10-04-09. The notice by the commissioner does not

preclude the institution of such a proceeding.

6. Registration under this section is effective for a period of one year. A renewal fee of

one hundred fifty dollars must be paid for the renewal of the registration of the

securities for additional periods of one year.

7. An applicant may increase the aggregate amount of each security or class of security

to be registered by filing a notice of the additional aggregate dollar amount to be

registered and payment of a filing fee of one-tenth of one percent of the additional

aggregate dollar amount but not more than five hundred dollars.
N.D. Cent. Code § 10-04-14 — ND Code / Title 10 / Chapter 10-04 / Section 10-04-14
10-04-14. Service of process
Status: in_force

10-04-14. Service of process

1. Every applicant for registration under this chapter, every issuer which proposes to offer

a security in this state through any person acting on an agency basis in the

common-law sense, and every person making a notice filing under subsection 2 of

section 10-04-08.4 shall file with the department, in such form as the commissioner

prescribes, an irrevocable consent appointing the commissioner or the commissioner's

successor in office to be the applicant's attorney to receive service of any lawful

process in any noncriminal suit, action, or proceeding against the applicant or the

applicant's successor, executor, or administrator which arises under this chapter or any

rule or order hereunder after the consent has been filed, with the same force and

validity as if served personally on the person filing the consent. A person who has filed

such a consent in connection with a previous registration or notice filing need not file

another. Service may be made by leaving a copy of the process with the department,

but it is not effective unless the plaintiff, who may be the commissioner in a suit, action,

or proceeding instituted by the commissioner, forthwith sends notice of the service and

a copy of the process by registered or certified mail to the defendant or respondent at

the defendant's or respondent's last-known address on file with the department, and

the plaintiff's affidavit of compliance with this subsection is filed in the case on or

before the return day of the process, if any, or within such further time as the court

allows.

2. When any person, including any nonresident of this state, engages in conduct

prohibited or made actionable by this chapter or any rule or order hereunder, and the

person has not filed a consent to service of process under subsection 1 and personal

jurisdiction over the person cannot otherwise be obtained in this state, that conduct

shall be considered equivalent to the person's appointment of the commissioner or the

commissioner's successor in office to be the person's attorney to receive service of

any lawful process in any noncriminal suit, action, or proceeding against the person or

the person's successor, executor, or administrator which grows out of that conduct and

which is brought under this chapter or any rule or order hereunder, with the same force

and validity as if served on the person personally. Service may be made by leaving a

copy of the process with the department, and it is not effective unless the plaintiff, who

may be the commissioner in a suit, action, or proceeding instituted by the

commissioner, forthwith sends notice of the service and a copy of the process by

registered or certified mail to the defendant or respondent at the defendant's or

respondent's last-known address or takes other steps which are reasonably calculated

to give actual notice, and the plaintiff's affidavit of compliance with this subsection is

filed in the case on or before the return day of the process, if any, or within such further

time as the court allows.

3. When process is served under this section, the court, or the commissioner in a

proceeding before the commissioner, shall order such continuance as may be

necessary to afford the defendant or respondent reasonable opportunity to defend.
N.D. Cent. Code § 10-19.1-143 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-143
10-19.1-143. Foreign corporation - Transactions not constituting transacting business
Status: in_force

10-19.1-143. Foreign corporation - Transactions not constituting transacting

business.

1. The following activities of a foreign corporation, among others, do not constitute

transacting business within the meaning of this chapter:

a. Maintaining, defending, or settling any proceeding;

b. Holding meetings of its shareholders or carrying on any other activities

concerning its internal activities;

c. Maintaining bank accounts;

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

foreign corporation's own securities or maintaining trustees or depositories with

respect to those securities;

e. Selling through independent contractors;

f. Soliciting or obtaining orders, whether by mail or through employees, agents, or

otherwise, if the orders require acceptance outside this state before they become

contracts;

g. Creating or acquiring indebtedness, mortgages, and security interest in real or

personal property;

h. Securing or collecting debts or enforcing mortgages and security interests in

property securing the debts; or

i. 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 "transacting business" 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, will be considered transacting business 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 § 10-19.1-104.2 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-104.2
10-19.1-104.2. Plan of conversion
Status: in_force

10-19.1-104.2. Plan of conversion

A plan of conversion must be in a record and must contain:

1. The name and form of the converting organization before conversion;

2. The name and form of the converted organization after conversion;

3. The terms and conditions of the proposed conversion;

4. The manner and basis of converting each ownership interest in the converting

organization into ownership interests in the converted organization or, in whole or in

part, into money or other property;

5. The organizational records of the converted organization; and

6. Any other provisions with respect to the proposed conversion that are deemed

necessary or desirable.
N.D. Cent. Code § 10-15-02 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-02
10-15-02. Purposes
Status: in_force

10-15-02. Purposes

Cooperatives may be organized under this chapter for any lawful purpose except banking

and insurance, but subject to statutes relating to the organization or operation of specified kinds

of corporations or associations.
N.D. Cent. Code § 10-33-49 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-49
10-33-49. Officers
Status: in_force

10-33-49. Officers

1. The officers of a corporation must be individuals who are eighteen years of age or

more exercising the functions of the offices and:

a. Must include a president and a secretary, however designated; and

b. May also include a treasurer, one or more vice presidents, and any other officers,

however designated, as may be prescribed by the bylaws.

2. Unless the articles or the bylaws provide that the members with voting rights may elect

the officers:

a. Each officer must be elected by the board at the time and in the manner as may

be provided in the bylaws; or

b. To the extent authorized in the articles, the bylaws, or a resolution approved by

the affirmative vote of a majority of the directors present, the president may

appoint one or more officers, other than the treasurer.

3. Unless otherwise provided, president shall mean chief executive officer and treasurer

shall mean chief financial officer.
N.D. Cent. Code § 10-35-05 — ND Code / Title 10 / Chapter 10-35 / Section 10-35-05
10-35-05. Amendment of the bylaws
Status: in_force

10-35-05. Amendment of the bylaws

1. Any shareholder of a publicly traded corporation may propose the adoption,

amendment, or repeal of a bylaw.

2. Subdivision c of subsection 3 of section 10-19.1-31 shall not apply to a publicly traded

corporation except that a provision of the articles or bylaws authorized by section

10-35-14 may apply to a proposal to adopt, amend, or repeal a bylaw.
N.D. Cent. Code § 10-33-130 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-130
10-33-130. Foreign corporation - Amendments to the certificate of authority
Status: in_force

10-33-130. Foreign corporation - Amendments to the certificate of authority

If any statement in the application for a certificate of authority by a foreign corporation is

false when made or any arrangements or other facts described change, making the application

inaccurate in any respect, the foreign corporation shall promptly file with the secretary of state

an application for an amended certificate of authority executed by an authorized person on

forms prescribed by the secretary of state correcting the statement and, in the case of a change

in the foreign corporation's name, a certificate to that effect authenticated by the proper officer of

the jurisdiction under the laws of which the foreign corporation is incorporated. In the case of a

dissolution or merger, a foreign corporation that is not the surviving organization need not file an

application for an amended certificate of authority but shall promptly file with the secretary of

state a certificate to that effect authenticated by the proper officer of the jurisdiction under the

laws of which the foreign corporation is incorporated. A foreign nonprofit corporation that

changes the foreign nonprofit corporation's name and applies for an amended certificate of

authority and that is the owner of a service mark, trademark, or trade name, a general partner

named in a fictitious name certificate, a general partner in a limited partnership or a limited

liability limited partnership, or a managing partner in a limited liability partnership that is on file

with the secretary of state shall change the foreign nonprofit corporation's name in each of the

foregoing registrations that apply if the foreign nonprofit corporation files an application for an

amended certificate of authority.
N.D. Cent. Code § 10-19.1-59 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-59
10-19.1-59. Delegation by officers
Status: in_force

10-19.1-59. Delegation by officers

Unless prohibited by the articles or bylaws or by a resolution adopted by the board, an

officer elected or appointed by the board may, without the approval of the board, delegate some

or all of the duties and powers of an office to other individuals. An officer who delegates the

duties or powers of an office remains subject to the standard of conduct for an officer with

respect to the discharge of all duties and powers so delegated.
N.D. Cent. Code § 10-33-91 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-91
10-33-91. Continuance of corporate authority
Status: in_force

10-33-91. Continuance of corporate authority

When an act or instrument 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 or bylaws of each constituent corporation shall do the act or execute and deliver the

instrument and for this purpose, the existence of the constituent corporations and the authority

of those persons is continued.
N.D. Cent. Code § 10-33-113 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-113
10-33-113. Filing decree
Status: in_force

10-33-113. Filing decree

After the court enters a decree dissolving a corporation, the clerk of court shall cause a

certified copy of the decree to be filed with the secretary of state. The secretary of state may not

charge a fee for filing the decree.
N.D. Cent. Code § 10-19.1-27 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-27
10-19.1-27. Corporate seal
Status: in_force

10-19.1-27. 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 § 10-30.5-05 — ND Code / Title 10 / Chapter 10-30.5 / Section 10-30.5-05
10-30.5-05. Management
Status: in_force

10-30.5-05. Management

1. The director of the department of commerce division of economic development and

finance shall appoint the chief executive officer of the corporation. The board of

directors shall determine minimum qualifications of all other staff positions.

2. If the chief executive officer of the corporation is absent for more than five consecutive

days or is anticipated to be absent for more than five consecutive days, the chief

executive officer may delegate the duties and responsibilities of the chief executive

officer to the director of the department of commerce division of economic

development and finance, or the director's designee.

3. All investments, contracts, partnerships, limited liability companies, and business

transactions of the corporation are the responsibility of the chief executive officer and

the board of directors. The board may provide that normal operating costs anticipated

in an approved budget may be incurred and paid without prior board approval.
N.D. Cent. Code § 10-19.1-77 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-77
10-19.1-77. Voting rights
Status: repealed

10-19.1-77. Voting rights

Repealed by S.L. 1997, ch. 103, § 248.
N.D. Cent. Code § 10-36-05 — ND Code / Title 10 / Chapter 10-36 / Section 10-36-05
10-36-05. Limitations on persons who may be members
Status: in_force

10-36-05. Limitations on persons who may be members

An individual may not be a member of, or own any financial rights or governance rights in, a

nonprofit limited liability company.
N.D. Cent. Code § 10-32.1-06 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-06
10-32.1-06. Reservation of legislative right
Status: reserved

10-32.1-06. Reservation of legislative right

The legislative assembly reserves the right to amend or repeal the provisions of this

chapter. A limited liability company organized under or governed by this chapter is subject to this

reserved right.
N.D. Cent. Code § 10-01.1-10 — ND Code / Title 10 / Chapter 10-01.1 / Section 10-01.1-10
10-01.1-10. Change of name, address, or type of organization by commercial registered agent
Status: in_force

10-01.1-10. Change of name, address, or type of organization by commercial

registered agent.

1. If a commercial registered agent changes its name as a result of a merger, conversion,

exchange, sale, reorganization, or amendment, its address as currently listed under

subsection 1 of section 10-01.1-06, or its type of jurisdiction of organization, the agent

shall file with the secretary of state a statement of change signed by or on behalf of the

agent which states:

a. The name of the agent as currently listed under subsection 1 of section

10-01.1-06;

b. If the name of the agent has changed, its new name;

c. If the address of the agent has changed, its new address; and

d. If the type or jurisdiction of organization of the agent has changed, then its new

type or jurisdiction of organization.

2. The filing of a statement of change under subsection 1 is effective to change the

information regarding the commercial registered agent with respect to each entity

represented by the agent.

3. A statement of change filed under this section takes effect on filing.

4. A commercial registered agent shall promptly furnish each entity represented by it with

notice in a record of the filing of a statement or change relating to the name or address

of the agent and the changes made by the filing.

5. If a commercial registered agent changes its address without filing a statement of

change as required by this section, then the secretary of state may cancel the listing of

the agent under section 10-01.1-06. A cancellation under this subsection has the same

effect as a termination under section 10-01.1-07. Promptly after canceling the listing of

an agent, the secretary of state shall notify:

a. Each entity represented by the agent, stating that the agent has ceased to be an

agent for service of process on the entity and that, until the entity appoints a new

registered agent, service of process may be made on the entity as provided in

section 10-01.1-13; and

b. The agent, stating that the listing of the agent has been canceled under this

section.

6. The secretary of state shall note the filing of the commercial registered agent change

statement in the index of filings maintained by the secretary of state for each entity

represented by the commercial registered agent at the time of the filing.
N.D. Cent. Code § 10-32.1-34 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-34
10-32.1-34. Derivative action
Status: in_force

10-32.1-34. Derivative action

A member may maintain a derivative action to enforce a right of a limited liability company if:

1. The member first makes a demand on the other members in a member-managed or

board-managed limited liability company, the managers of a manager-managed limited

liability company, or the board of governors of a board-managed limited liability

company requesting that they cause the company to bring an action to enforce the

right, and the member, manager, or board does not bring the action within a

reasonable time; or

2. A demand under subsection 1 would be futile.
N.D. Cent. Code § 10-15-52.2 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-52.2
10-15-52.2. Amendment to articles of association of foreign cooperatives
Status: repealed

10-15-52.2. Amendment to articles of association of foreign cooperatives

Repealed by S.L. 1993, ch. 88, § 10.
N.D. Cent. Code § 10-33-124 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-124
10-33-124. Certified nonprofit development corporation - Application
Status: in_force

10-33-124. Certified nonprofit development corporation - Application

1. For the purposes of this section:

a. "Certified nonprofit development corporation" means a corporation organized

under this chapter which meets the following requirements:

(1) Is certified by the secretary of state under this section;

(2) Invests a majority of its funds in primary sector businesses; and

(3) No part of the income is distributable to its members, directors, or officers.

b. "Primary sector business" has the meaning provided in section 1-01-49.

2. A corporation may apply to the secretary of state to become a certified nonprofit

development corporation by submitting an application executed by an officer of the

corporation containing:

a. The name of the corporation and the address of its principal executive office;

b. The names and addresses of the officers and directors of the corporation; and

c. A statement that the corporation has adopted a resolution to invest a majority of

membership payments, dues, or contributions received in primary sector

businesses. A copy of the resolution must be submitted with the application to the

secretary of state together with the fees provided in section 10-33-140.

3. Upon receipt by the secretary of state of the completed application and fee, the

secretary of state shall certify the applicant as a certified nonprofit development

corporation.
N.D. Cent. Code § 10-33-82 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-82
10-33-82. Loans - Guarantees - Suretyship
Status: in_force

10-33-82. Loans - Guarantees - Suretyship

1. Except as provided in subsection 2, 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 a 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 activities of the corporation;

b. Is with, or for the benefit of:

(1) A related organization;

(2) An organization in which the corporation has a financial interest;

(3) A person or organization with whom the corporation has a relationship in the

usual and regular course of its activities; or

(4) An organization to which the corporation has the power to make donations;

or

c. Has been approved by:

(1) Two-thirds of the members with voting rights; or

(2) If there is no member with voting rights, by two-thirds of the board.

2. A corporation may not lend money to or guarantee the obligation of a director or officer

of the corporation or a related organization, or of the spouse, parents, children and

spouses of children, brothers and sisters or spouses of brothers and sisters of the

director or officer.

a. If a loan or guarantee is made in violation of this section, the borrower's liability

on the loan is not affected.

b. The directors of a corporation who vote for or assent to the making of a loan to a

director or officer of the corporation, or who vote for or assent to the guarantee of

the obligation of a director or officer of the corporation, and any officer

participating in the making of such loan or guarantee shall be jointly and severally

liable to the corporation for the amount of the loan until its repayment.

c. This subsection does not prohibit an advance of money for expenses authorized

by section 10-33-83.

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

2 may be with or without interest and may be unsecured or secured.

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

banking.
N.D. Cent. Code § 10-19.1-39 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-39
10-19.1-39. Voting for directors - Cumulative voting
Status: in_force

10-19.1-39. Voting for directors - Cumulative voting

With respect to the election of directors:

1. Unless otherwise provided in the articles and subject to subsection 2, directors are

elected by a plurality of the voting power of the shares present and entitled to vote on

the election of directors at a meeting at which a quorum is present.

2. Unless otherwise provided in the articles, and except as provided in subsection 4 of

section 10-19.1-41, each shareholder entitled to vote for directors has the right to

cumulate those votes in all elections of directors by giving written notice of intent to

cumulate those votes to any officer of the corporation before the meeting, or to the

presiding officer at the meeting at which the election is to occur at any time before the

election of directors at the meeting, in which case:

a. The presiding officer at the meeting shall announce, before the election of

directors, that shareholders may cumulate their votes; and

b. Each shareholder shall cumulate those votes either by casting for one candidate

the number of votes equal to the number of directors to be elected multiplied by

the number of votes represented by the shares entitled to vote, or by distributing

all of those votes on the same principle among any number of candidates.
N.D. Cent. Code § 10-33-60 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-60
10-33-60. Liability of members - Third parties - Dues, assessments, or fees
Status: in_force

10-33-60. Liability of members - Third parties - Dues, assessments, or fees

1. A member of a corporation is not, as such, personally liable for the acts, debts,

liabilities, or obligations of the corporation.

2. When authority to do so is conferred by the articles or bylaws and subject to any

limitations, a corporation may levy dues, assessments, or fees upon its members.

a. The dues, assessments, or fees may be imposed upon all classes of members

alike or differently upon different classes of members.

b. Members of one or more classes may be exempted.

3. Articles or bylaws may:

a. Fix the amount of the levy and the method of collection of dues, assessments, or

fees;

b. Authorize the directors to fix the amount from time to time and determine the

methods of collection;

c. Provide for enforcement or collection of dues, assessments, or fees;

d. Provide for cancellation of membership, on reasonable notice, for nonpayment of

dues, assessments, or fees; or

e. Provide for reinstatement of membership.
N.D. Cent. Code § 10-19.1-119 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-119
10-19.1-119. Filing claims in proceedings to dissolve
Status: in_force

10-19.1-119. Filing claims in proceedings to dissolve

1. In proceedings referred to in section 10-19.1-115 to dissolve a corporation, the court

may require all creditors and claimants of the corporation to file their claims under oath

with the clerk of court or with the receiver in a form prescribed by the court.

2. If the court requires the filing of claims, it shall fix a date, which may not be less than

one hundred twenty days from the date of the order, as the last day for the filing of

claims, and shall prescribe the notice of the fixed date that must be given to creditors

and claimants. Before the fixed date, the court may extend the time for filing claims.

Creditors and claimants failing to file claims on or before the fixed date may be barred,

by order of court, from claiming an interest in or receiving payment out of the property

or assets of the corporation.
N.D. Cent. Code § 10-19.1-92 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-92
10-19.1-92. Distributions
Status: in_force

10-19.1-92. Distributions

1. The board may authorize and cause the corporation to make a distribution only if the

board determines, in accordance with subsection 2, that the corporation will be able to

pay its debts in the ordinary course of business after making the distribution and the

board does not know before the distribution is made that the determination was or has

become erroneous.

a. The corporation may make the distribution if it is able to pay its debts in the

ordinary course of business after making the distribution.

b. The effect of a distribution on the ability of the corporation to pay its debts in the

ordinary course of business after making the distribution must be measured in

accordance with subsection 3.

c. The right of the board to authorize, and the corporation to make, distributions may

be prohibited, limited, or restricted by, or the rights and priorities of persons to

receive distributions may be established by, the articles or bylaws or an

agreement.

2. A determination that the corporation will be able to pay its debts in the ordinary course

of business after the distribution is presumed to be proper if the determination is made

in compliance with the standard of conduct provided in section 10-19.1-50 on the basis

of financial information prepared in accordance with accounting methods, or a fair

valuation or other method, reasonable in the circumstances. No liability under section

10-19.1-50 or 10-19.1-95 will accrue if the requirements of this subsection have been

met.

3. With respect to the effect of a distribution:

a. In the case of a distribution made by a corporation in connection with a purchase,

redemption, or other acquisition of its shares, the effect of the distribution must be

measured as of the date on which money or other property is transferred, or

indebtedness payable in installments or otherwise is incurred, by the corporation,

or as of the date on which the shareholder ceases to be a shareholder of the

corporation with respect to the shares, whichever is the earliest.

b. The effect of any other distribution must be measured as of the date of its

authorization if payment occurs one hundred twenty days or less following the

date of authorization, or as of the date of payment if payment occurs more than

one hundred twenty days following the date of authorization.

c. The provisions of chapter 13-02.1 do not apply to distributions made by a

corporation governed by this chapter.

4. Indebtedness of a corporation incurred or issued in a distribution in accordance with

this section to a shareholder who as a result of the transaction is no longer a

shareholder is on a parity with the indebtedness of the corporation to its general

unsecured creditors, except to the extent subordinated, agreed to, or secured by a

pledge of any assets of the corporation or a related organization, or subject to any

other agreement between the corporation and the shareholder.

5. A distribution may be made to the holders of a class or series of shares only if:

a. All amounts payable to the holders of shares having a preference for the payment

of that kind of distribution are paid; and

b. The payment of the distribution does not reduce the remaining net assets of the

corporation below the aggregate preferential amount payable in the event of

liquidation to the holders of shares having preferential rights, unless:

(1) The distribution is made to those shareholders in the order and to the extent

of their respective priorities; or

(2) The holders of shares who do not receive distributions in that order give

notice to the corporation of their agreement to waive their right to that

distribution.

6. A determination that the payment of the distribution described in subsection 5 does not

reduce the remaining net assets of the corporation below the aggregate preferential

amount payable in the event of liquidation to the holders of shares having preferential

rights is presumed to be proper if the determination is made in compliance with the

standard of conduct provided in section 10-19.1-50 on the basis of financial

information prepared in accordance with accounting methods, a fair valuation, or other

methods reasonable in the circumstances. Liability under section 10-19.1-50 or

10-19.1-94 will not arise if the requirements of this subsection are met.

7. If the money or property available for distribution is insufficient to satisfy all

preferences, the distributions shall be made pro rata according to the order of priority

of preferences by classes and by series within those classes.
N.D. Cent. Code § 10-13-05 — ND Code / Title 10 / Chapter 10-13 / Section 10-13-05
10-13-05. Nonprofit basis - Rates and fees
Status: in_force

10-13-05. Nonprofit basis - Rates and fees

Each electric cooperative shall be operated without profit to its members, but the rates,

fees, rents, or other charges for electrical energy and for any other facilities, supplies,

equipment, or services furnished by the cooperative shall be sufficient at all times:

1. To pay all the operating and maintenance expenses necessary or desirable for the

prudent conduct of its business and the principal and interest on the obligations issued

or assumed by the cooperative in the performance of the purpose for which it was

organized.

2. For the creation of reserves.
N.D. Cent. Code § 10-06.1-15.1 — ND Code / Title 10 / Chapter 10-06.1 / Section 10-06.1-15.1
10-06.1-15.1. Applicability of restriction on alien ownership of land
Status: in_force

10-06.1-15.1. Applicability of restriction on alien ownership of land

The provisions of chapter 47-10.1 take precedence in the event of any conflict with this

chapter.
N.D. Cent. Code § 10-01.1-01 — ND Code / Title 10 / Chapter 10-01.1 / Section 10-01.1-01
10-01.1-01. Citation
Status: in_force

10-01.1-01. Citation

This chapter may be cited as the "North Dakota Registered Agents Act".
N.D. Cent. Code § 10-33-67 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-67
10-33-67. Court-ordered meeting of voting members
Status: in_force

10-33-67. Court-ordered meeting of voting members

1. The district court of the county where the principal executive office of a corporation is

located may order a meeting to be held:

a. If a meeting was not held within the earlier of six months after the fiscal yearend

of the corporation or fifteen months after its last meeting:

(1) On application of at least fifty members with voting rights or ten percent of

the members with voting rights, whichever is less; or

(2) On application of another person entitled to participate in the annual

meeting; or

b. On application of a voting member who signed a demand for a special meeting

valid under section 10-33-66 or a person entitled to call a special meeting if:

(1) Notice of the special meeting was not given within thirty days after the date

the demand was delivered to a corporate officer; or

(2) The special meeting was not held in accordance with the notice.

2. The court may:

a. Fix the time and place of the meeting;

b. Specify a record date for determining members entitled to notice of and to vote at

the meeting;

c. Prescribe the form and content of the meeting notice;

d. Fix the quorum required for specific matters to be considered at the meeting, or

direct that the votes represented at the meeting constitute a quorum for action on

those matters; and

e. Enter other orders necessary to accomplish the purposes of the meeting.

3. If the court orders a meeting, it may also order the corporation to pay the costs of the

member, including reasonable attorney's fees incurred to obtain the order.
N.D. Cent. Code § 10-15-21 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-21
10-15-21. Stock certificates
Status: in_force

10-15-21. Stock certificates

No stock certificate may be issued except upon payment of at least the par value of the

stock it represents. No cooperative may issue stock or bonds except for money, labor done, or

money or property actually received. All fictitious increases of stock or indebtedness are void. If

payment for stock is not in money, the board shall determine the value of the consideration and

the determination, if made in good faith, is conclusive.

Each certificate for stock must bear the manual or facsimile signature of a principal officer

and must state:

1. The name of the cooperative; the number, par value, and class of the shares

represented by the certificate; and whether or not it is membership stock.

2. Any restrictions on the issuance or transfer of the stock, including those provided by

law and the articles.

3. If more than one class of stock is authorized, the designation of the several classes

and their respective preferences, limitations, and relative rights. In lieu of the full

statement, this information may be given in summary form or the certificate may state

that the cooperative will, upon request, furnish the information required by this

subsection.
N.D. Cent. Code § 10-30.6-06 — ND Code / Title 10 / Chapter 10-30.6 / Section 10-30.6-06
10-30.6-06. Earned surplus
Status: in_force

10-30.6-06. Earned surplus

Each year, the corporation shall set apart all of its net earnings as retained earnings. The

corporation shall hold part of the retained earnings as a reserve for bad debts. The corporation

may use the rest of the retained earnings in the course of its business. The amount held as a

reserve for bad debts must be at least the amount recommended by the firm of certified public

accountants that the board of directors approves to audit the corporation's financial statements.

The board shall establish procedures for investing funds held as a reserve for bad debts.