N.D. Cent. Code § 10-19.1-146.1 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-146.1
10-19.1-146.1. Secretary of state - Involuntary dissolution - Revocation of certificate of authority
Status: in_force

10-19.1-146.1. Secretary of state - Involuntary dissolution - Revocation of certificate

of authority.

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

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

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

registered office as provided in section 10-19.1-15; or

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

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

pursuant to this chapter.

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

this section unless:

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

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

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

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

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

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

registered office or the registered agent;

(b) File any other required record; or

(c) Correct the misrepresentation.

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

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

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

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

the notice must be mailed to its principal office.

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

the secretary of state:

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

revoked by the secretary of state if:

(1) The foreign corporation has failed to:

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

provided in section 10-19.1-138;

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

certificate of authority as provided in section 10-19.1-137;

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

10-19.1-139; or

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

withdrawal of its authority as provided in section 10-19.1-140 when the

corporation's existence has expired or the foreign corporation has

been dissolved in the jurisdiction of the foreign corporation; or

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

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

corporation under this chapter.

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

for in this section unless:

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

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

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

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

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

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

registered office or the registered agent;

(b) File any amendment;

(c) File any merger;

(d) File an application for withdrawal;

(e) File any other required record; or

(f) Correct the misrepresentation.

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

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

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

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

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

office.

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

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

the notice with the fee provided for in section 10-19.1-147, the secretary of state shall

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

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

respecting the corporation or foreign corporation except those incident to its

dissolution or withdrawal.
N.D. Cent. Code § 10-33-09 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-09
10-33-09. Effective date of incorporation
Status: in_force

10-33-09. Effective date of incorporation

The corporate existence begins upon the issuance of the certificate of incorporation or at a

later date as specified in the articles of incorporation. The certificate of incorporation is

conclusive evidence that all conditions precedent and required to be performed by the

incorporators have been performed and that the corporation has been incorporated under this

chapter, except as against this state in a proceeding to cancel or revoke the certificate of

incorporation or for involuntary dissolution of the corporation.
N.D. Cent. Code § 10-04-08.2 — ND Code / Title 10 / Chapter 10-04 / Section 10-04-08.2
10-04-08.2. Advertising matter - Regulations
Status: in_force

10-04-08.2. Advertising matter - Regulations

1. No circular, prospectus, advertisement, form or market letter, report, document,

pamphlet, leaflet, script, or other written or printed matter, or any communication by

radio, television, or similar communications media, hereinafter referred to as

advertising matter, used in connection with the offer, sale, or rendering investment

advice with respect to any security in this state shall be published, circulated,

distributed, broadcast, or caused to be published, circulated, distributed, or broadcast

in any manner unless and until such advertising matter shall have been filed with the

commissioner at least five business days prior to its first publication, circulation,

distribution, or broadcast, unless such advertising matter pertains to a security or

transaction exempted in section 10-04-05 or 10-04-06, relates to a federal covered

security, or is used by a federal covered adviser.

2. The commissioner may by rule or order and subject to such terms and conditions as

may be prescribed therein exempt any advertising matter from the filing requirement

imposed under subsection 1 if the commissioner finds that the imposition of the filing

requirement is not necessary or appropriate in the public interest or for the protection

of investors.

3. The commissioner has the power to disapprove any advertising matter filed pursuant

to subsection 1 which the commissioner deems in conflict with the purposes of this

chapter.

4. Nothing in this section or section 10-04-04 shall be construed to prohibit the

publication or distribution to the public of a preliminary prospectus, provided that no

solicitation is made or order or conditional order accepted prior to registration in this

state, and provided also that, unless the preliminary prospectus relates to a federal

covered security, the following legend appears on each such prospectus or preliminary

prospectus:

A registration statement relating to these securities has been filed but has not yet

become effective. Information contained herein is subject to completion or

amendment. These securities may not be sold nor may offers to buy be accepted

prior to the time the registration statement becomes effective. This prospectus

shall not constitute an offer to sell or the solicitation of an offer to buy nor shall

there be any sale of these securities in any state in which such offer, solicitation,

or sale would be unlawful prior to registration or approval under the securities

laws of any such state.
N.D. Cent. Code § 10-30-14 — ND Code / Title 10 / Chapter 10-30 / Section 10-30-14
10-30-14. Notes or obligations - Legal investments
Status: in_force

10-30-14. Notes or obligations - Legal investments

Notwithstanding any other statute, the notes or other interest-bearing obligations of a state

development corporation, issued in accordance with this chapter and the articles of

incorporation and the bylaws of the corporation, are legal investments for any banks, savings

and loan associations, trust companies, or other financial institutions which become members of

the corporation. The Bank of North Dakota and the North Dakota mill and elevator are each

authorized to purchase capital stock and become members of the corporation.
N.D. Cent. Code § 10-32.1-11 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-11
10-32.1-11. Limited liability company name
Status: reserved

10-32.1-11. Limited liability company name

1. The limited liability company 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 table;

b. Must contain the words "limited liability company", or must contain the

abbreviation "L.L.C." or the abbreviation "LLC", either of which abbreviation may

be used interchangeably for all purposes authorized by this chapter, including real

estate matters, contracts, and filings with the secretary of state;

c. May not contain:

(1) The word "corporation", "incorporated", "limited partnership", "limited liability

partnership", "limited liability limited partnership", or an abbreviation of these

words; or

(2) The words "limited" or "company" without association to the words "limited

liability company" or the abbreviations of these words as provided in

subsection b;

d. May not contain a word or phrase indicating or implying the limited liability

company:

(1) Is organized for a purpose other than:

(a) A lawful business purpose for which a limited liability company may be

organized under this chapter; or

(b) For a purpose stated in its articles of organization; or

(2) May not be organized under this chapter; and

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 which complies with

subsection 3, of:

(a) Another limited liability company;

(b) A corporation;

(c) A limited partnership;

(d) A limited liability partnership; or

(e) A limited liability limited partnership;

(2) A name, the right of which is, at the time of organization, 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 limited liability company 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 limited liability company name is

indistinguishable in the secretary of state's records from another name for purposes of

this chapter, the limited liability company 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 and section 10-32.1-12 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.

b. Derogate the common law or the principles of equity.

5. A domestic or foreign limited liability company 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 organization whose name is sought to be used:

a. Was organized, incorporated, 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

6. The use of a name by a limited liability company in violation of this section does not

affect or vitiate its limited liability company existence. However, a court in this state

may, upon application of the state or of an interested or affected person, enjoin the

limited liability company from doing business under a name assumed in violation of

this section, although its articles of organization may have been filed with the secretary

of state and a certificate of organization issued.

7. A limited liability company whose period of existence has expired or that is involuntarily

terminated by the secretary of state pursuant to section 10-32.1-90 may reacquire the

right to use that name by refiling articles of organization pursuant to section

10-32.1-20, 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 pursuant to subsection 3. A limited liability company that cannot

reacquire the use of its limited liability company name shall adopt a new limited liability

company name which complies with the provisions of this section:

a. By refiling the articles of organization pursuant to section 10-32.1-20;

b. By amending pursuant to section 10-32.1-21; or

c. By reinstating pursuant to section 10-32.1-91.

8. Subject to section 10-32.1-73, this section applies to a foreign limited liability company

transacting business in this state, having a certificate of authority to transact business

in this state, or applying for a certificate of authority.

9. An amendment that only changes the name of the limited liability company may be

authorized by a resolution approved by the board and may be submitted to and

approved by the members as provided in subdivision b of subsection 1 of section

10-32.1-21.

10. A limited liability company that files its articles of organization with an effective date

later than the date of filing as provided in subdivision b of subsection 2 of section

10-32.1-20 shall maintain the right to the name until the effective date.
N.D. Cent. Code § 10-32.1-17 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-17
10-32.1-17. Change of registered office or registered agent
Status: in_force

10-32.1-17. Change of registered office or registered agent

Every limited liability company may change its registered office or change its registered

agent, and the agent may resign or change its business address or name, in the manner

prescribed by chapter 10-01.1.
N.D. Cent. Code § 10-33-145 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-145
10-33-145. Transaction by a nonprofit corporation or entity operating or controlling a hospital or nursing home - Attorney general's powers and duties - Experts - Continuing appropriation
Status: in_force

10-33-145. Transaction by a nonprofit corporation or entity operating or controlling a

hospital or nursing home - Attorney general's powers and duties - Experts - Continuing

appropriation.

1. Upon receipt of a notice under section 10-33-144, the attorney general may review

and investigate the proposed agreement or transaction and may require the nonprofit

corporation or entity operating or controlling a hospital or nursing home and the other

parties to the agreement or transaction to provide to the attorney general any

additional information relevant to the review or investigation of the proposed

agreement or transaction.

2. Upon receipt of a notice under section 10-33-144, the attorney general may review the

proposed agreement or transaction to determine whether consummation of the

proposed agreement or transaction by the nonprofit corporation or entity operating or

controlling a hospital or nursing home is consistent with the purposes of the nonprofit

corporation or entity operating or controlling a hospital or nursing home and the

fiduciary obligations of the officers and directors of the nonprofit corporation or entity

operating or controlling a hospital or nursing home and is in accordance with law. The

attorney general shall consider the following factors in reviewing and evaluating a

proposed agreement or transaction:

a. Whether appropriate steps were taken by the nonprofit corporation or entity

operating or controlling a hospital or nursing home to safeguard restricted assets

transferred to the acquiring entity;

b. Whether appropriate steps were taken by the nonprofit corporation or entity

operating or controlling a hospital or nursing home to ensure that any proceeds of

the proposed agreement or transaction are used for purposes consistent with

restrictions placed on assets of and with the purposes of the nonprofit corporation

or entity operating or controlling a hospital or nursing home;

c. Whether the terms and conditions of the proposed agreement or transaction are

fair and reasonable to the nonprofit corporation or entity operating or controlling a

hospital or nursing home, including whether the nonprofit corporation or entity

operating or controlling the hospital or nursing home will receive fair market value

for its assets and, in a proposed agreement or transaction involving a nursing

home, whether the proposed agreement or transaction constitutes a bona fide

transaction;

d. Whether any conflict of interest or breach of fiduciary duty exists or was

disclosed, including any conflict of interest or breach of fiduciary duty related to

directors and officers of, executives of, and experts retained by the nonprofit

corporation or entity operating or controlling a hospital or nursing home and any

other party to the agreement or transaction;

e. Whether the agreement or transaction will result in inurement, pecuniary gain, or

excess benefit to any person associated with the nonprofit corporation or entity

operating or controlling a hospital or nursing home or to any other person;

f. Whether the transaction is in the best interests of the nonprofit corporation or

entity operating or controlling a hospital or nursing home; and

g. Whether the transaction is authorized by the nonprofit corporation's governing

records.

3. For the purpose of reviewing and evaluating the factors identified in subsection 2, the

attorney general may retain experts if necessary and reasonable and may obtain

public comment regarding the proposed agreement or transaction. A contract entered

by the attorney general with an expert under this section does not require a bid and is

exempt from chapters 44-08 and 54-44.4. If the attorney general intends to seek

payment from the nonprofit corporation or entity operating or controlling a hospital or

nursing home for the cost of any expert retained under this subsection, at least five

days before retaining that expert, the attorney general shall notify the nonprofit

corporation or entity operating or controlling a hospital or nursing home of the expert

cost projected to be incurred. A nonprofit corporation or entity operating or controlling a

hospital or nursing home which receives notice under this subsection shall pay the

reasonable cost of any retained expert. If the nonprofit corporation or entity operating

or controlling a hospital or nursing home objects to paying the costs of an expert, the

corporation or entity may seek a district court order limiting the corporation's or entity's

liability for the costs. In determining whether to issue an order, the court shall consider

whether the expert is necessary and reasonable and the cost of the expert relative to

the value of the proposed agreement or transaction.

4. Section 44-04-18.4 applies to any information provided to the attorney general under

sections 10-33-144 through 10-33-147.

5. All costs, fees, and other moneys received under sections 10-33-144 through

10-33-149 must be deposited into the attorney general's operating fund. The moneys

in the fund are appropriated to pay the costs incurred in the attorney general's

performance of responsibilities pursuant to sections 10-33-144 through 10-33-149.
N.D. Cent. Code § 10-35-13 — ND Code / Title 10 / Chapter 10-35 / Section 10-35-13
10-35-13. Call of special meeting of shareholders
Status: in_force

10-35-13. Call of special meeting of shareholders

1. A publicly traded corporation shall hold a special meeting of shareholders upon the

demand of its shareholders as provided in section 10-19.1-72, except that, regardless

of the purpose for the meeting, the shareholders demanding the meeting must own

beneficially ten percent or more of the voting power of all shares entitled to vote on

each issue proposed to be considered at the special meeting.

2. The articles or bylaws of a publicly traded corporation may not restrict:

a. The period during which shareholders may call a special meeting of

shareholders; or

b. The business that may be conducted at a special meeting.
N.D. Cent. Code § 10-15-03 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-03
10-15-03. General powers
Status: in_force

10-15-03. General powers

Unless otherwise provided by its articles, a cooperative may:

1. Exist perpetually.

2. Sue and be sued.

3. Have a seal.

4. Make contracts, incur liabilities, and borrow money; issue certificates representing

indebtedness, or representing equity interests in its assets; acquire property; and

dispose of, mortgage, pledge, lease, or otherwise use in any manner any of its

property, or any interest therein, wherever situated.

5. Invest its funds, lend money for its purposes, and hold any property as security for

repayment.

6. Conduct its business and affairs and have offices and exercise its powers in the United

States or in any foreign country.

7. Elect officers and appoint agents, define their duties, and fix their compensation.

8. Make and alter bylaws, consistent with its articles and the laws of this state, for the

administration and regulation of its affairs.

9. Make donations for charitable, scientific, educational, or religious purposes.

10. Indemnify any present or former director, officer, agent, or manager against actual

expenses necessarily incurred in defense of any proceeding in which the person is a

party because the person is or was a director, officer, agent, or manager. This

subsection does not apply to those proceedings in which the person is adjudged liable

for gross or willful negligence or gross or willful misconduct in the performance of duty.

Such indemnification is not exclusive of other rights to which the person may be

entitled. For purposes of this subsection, "manager" means the person who was the

most responsible for carrying out the policies and directives of the officers or the board

of directors when the act or omission complained of occurred.

11. Cease its activities and surrender its franchise.

12. Exercise all powers necessary or convenient to effect its purposes.
N.D. Cent. Code § 10-19.1-54 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-54
10-19.1-54. Other officers
Status: repealed

10-19.1-54. Other officers

Repealed by S.L. 1997, ch. 103, § 248.
N.D. Cent. Code § 10-06.1-27 — ND Code / Title 10 / Chapter 10-06.1 / Section 10-06.1-27
10-06.1-27. Protection of minority members
Status: in_force

10-06.1-27. Protection of minority members

1. If a member owns less than fifty percent of the membership interest of a farming or

ranching limited liability company or authorized livestock farm limited liability company

engaged in the business of farming or ranching under this chapter and if the terms and

conditions for the repurchase of that membership interest by the limited liability

company or by the other members are not set forth in the bylaws, the instrument that

transferred the membership interest to the member, or are not the subject of a

member-control agreement or other agreement between that member and the limited

liability company, the disposition of the membership interest must be determined under

this section upon the withdrawal of the member.

2. Any member who desires to withdraw from the farming or ranching limited liability

company or authorized livestock farm limited liability company shall first offer the

membership interest for sale to the remaining members in proportion to the

membership interests owned by the remaining members. If not all of the members

wish to purchase the membership interest, any one member can purchase all of the

membership interest of the withdrawing member. If no member desires to purchase

the membership interest of the withdrawing member, the limited liability company may

purchase the membership interest. If the limited liability company chooses not to

purchase the membership interest of the withdrawing member, the withdrawing

member may sell the membership interest to any other person eligible to be a

member. If the withdrawing member is unable to sell the membership interest to any

other person eligible to become a member, the withdrawing member may bring an

action in district court to terminate the limited liability company.

3. Upon a finding that the withdrawing member cannot sell the membership interest at a

fair price, the court shall enter an order directing that the limited liability company or

authorized livestock farm limited liability company itself or any of the remaining

members pro rata or otherwise, have twelve months from the date of the court's order

to purchase the membership interest of the withdrawing member at a fair price as

determined by the court and that if the membership interest of the withdrawing

member is not completely purchased at the fair price, the limited liability company

must be dissolved and the assets of the limited liability company must be first used to

pay all liabilities of the limited liability company with the remaining net assets to be

distributed pro rata to the members in proportion to the member's membership interest

ownership. For the purpose of this section, a fair price for the membership interest of

the withdrawing member must be determined as though the membership interest was

being valued for federal gift tax purposes under the Internal Revenue Code.
N.D. Cent. Code § 10-32.1-40 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-40
10-32.1-40. Indemnification and insurance
Status: in_force

10-32.1-40. Indemnification and insurance

1. For purposes of this section, unless the context otherwise requires:

a. "Limited liability company" includes a domestic or foreign limited liability company

that was the predecessor of the limited liability company referred to in this section

in a merger or other transaction in which the existence of the predecessor ceased

upon consummation of the transaction.

b. "Official capacity" means:

(1) With respect to a member of a member-managed company, a manager of a

manager-managed company, or a governor of a board-managed company,

actions taken in that capacity;

(2) With respect to a person other than a member of a member-managed

company, a manager of a manager-managed company, or a governor of a

board-managed company:

(a) The elective or appointive office or position held by a manager or

officer, member of a committee of the board of governors;

(b) The employment relationship undertaken by an employee of the

limited liability company; or

(c) The scope of the services provided by members of the limited liability

company who provide services to the limited liability company; and

(3) With respect to a governor, manager, member, or employee of the limited

liability company who, while a member, governor, manager, or employee of

the limited liability company, is or was serving at the request of the limited

liability company or whose duties in that position involve or involved service

as a governor, director, manager, officer, member, partner, trustee,

employee, or agent of another organization or employee benefit plan, the

position of that person as a governor, director, manager, officer, member,

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 limited liability company.

d. "Special legal counsel" means counsel who has not in the preceding five years:

(1) Represented the limited liability company or a related organization in a

capacity other than special legal counsel; or

(2) Represented a member, governor, manager, member of a committee of the

board of governors, or employee, or other person whose indemnification is

in issue.

2. With respect to indemnification:

a. Subject to the provisions of subsection 4, a limited liability company 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, without limitation, 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:

(1) Has not been indemnified by another organization or employee benefit plan

for the same judgments, penalties, fines, including, without limitation, 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;

(2) Acted in good faith;

(3) Received no improper personal benefit and complied with the duties stated

in sections 10-32.1-31 and 10-32.1-41, if applicable;

(4) In the case of a criminal proceeding, had no reasonable cause to believe the

conduct was unlawful; and

(5) 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 limited liability company, 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 limited liability

company. If the acts or omissions of the person complained of in the

proceeding relate to conduct as a director, officer, trustee, employee, or

agent of an employee benefit plan, then the conduct is not considered to be

opposed to the best interests of the limited liability company if the person

reasonably believed that the conduct was in the best interests of the

participants or beneficiaries of the employee benefit plan.

b. 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 this subsection.

3. Subject to the provisions of subsection 4, if a person is made or threatened to be

made a party to a proceeding, then the person is entitled, upon written request to the

limited liability company, to payment or reimbursement by the limited liability company

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 limited liability company of a written affirmation by the person

of a good faith belief that the criteria for indemnification in subsection 2 have

been satisfied and a written undertaking by the person to repay all amounts so

paid or reimbursed by the limited liability company, if it is ultimately determined

that the criteria for indemnification have not been satisfied;

b. After a determination that the facts then known to those making the determination

would not preclude indemnification under this section; and

c. 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.

4. The articles of organization or the operating agreement either 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 and 3, including, without limitation, monetary

limits on indemnification or advances of expenses, if the 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 of organization, a member control

agreement, or the date of adoption of a provision in the bylaws establishing the

prohibition or limit on indemnification or advances.

5. This section does not require, or limit the ability of, a limited liability company to

reimburse expenses, including attorney 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.

6. With respect to the determination of eligibility:

a. All determinations whether indemnification of a person is required because the

criteria 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 3 must be made:

(1) In a board-managed limited liability company:

(a) By the board of governors by a majority of a quorum, provided that

governors who are, at the time, parties to the proceeding shall not be

counted for determining either a majority or the presence of a quorum;

(b) If a quorum under subparagraph a cannot be obtained, then by a

majority of a committee of the board of governors, consisting solely of

two or more governors not at the time parties to the proceeding, duly

designated to act in the matter by a majority of the full board of

governors including governors who are parties; and

(c) If a determination is not made under subparagraph a or b, then by

special legal counsel, selected either by a majority of the board of

governors or a committee by vote pursuant to subparagraph a or b or,

if the requisite quorum of the full board of governors cannot be

obtained and the committee cannot be established, then by a majority

of the full board of governors including governors who are parties.

(2) In all other cases, then by the affirmative vote of the members, subject to

subsection 4 of section 10-32.1-05 with each member having voting power

in proportion to the interest of the member in distributions of the limited

liability company before dissolution, but the membership interests held by

parties to the proceeding must not be counted in determining the presence

of a quorum and are not considered to be present and entitled to vote on the

determination; or

(3) If an adverse determination is made under subparagraphs a or b, or if no

determination is made under subparagraphs a or b then within sixty days

after:

(a) The later to occur of the termination of a proceeding or a written

request for indemnification to the limited liability company; or

(b) A written 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 liability of the person took place, upon

application of the person and any notice which 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.

b. With respect to a person who is not, and was not at the time of the acts or

omissions complained of in the proceedings, a member, governor, manager, or

person possessing, directly or indirectly, the power to direct or cause the direction

of the management or policies of the limited liability company, 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 3 may be made:

(1) In a board-managed limited liability company, by an annually appointed

committee of the board of governors, having at least one member who is a

governor, which committee shall report at least annually to the board of

governors concerning its actions; and

(2) In all other cases by a committee appointed annually by the members,

having at least one committee member who is a member of the limited

liability company, which committee shall report at least annually to the board

of governors concerning its actions.

7. A limited liability company may purchase and maintain insurance on behalf of a

member, manager, or governor of the company against liability asserted against or

incurred by the member, manager, or governor in that capacity or arising from that

status even if, under subsection 7 of section 10-32.1-13, the operating agreement

could not eliminate or limit the liability of a person to the company for the conduct

giving rise to the liability and whether or not the limited liability company would have

been required to indemnify the person against the liability under this section.

8. A limited liability company that indemnifies or advances expenses to a person

according to this section in connection with a proceeding by or on behalf of the limited

liability company 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.

9. Nothing in this section must be construed to limit the power of the limited liability

company to indemnify persons other than a governor, manager, member, employee, or

member of a committee of the board of the limited liability company, by contract or

otherwise.
N.D. Cent. Code § 10-33-14 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-14
10-33-14. Amendment of articles
Status: in_force

10-33-14. Amendment of articles

The articles of a corporation may be amended at any time to include or modify any provision

that is required or permitted to appear in the articles or to omit any provision not required to be

included in the articles, except that when articles are amended to restate them, the name and

address of each incorporator and each initial director may be omitted. If only a change of

address of the principal executive office is required, an amendment need not be filed; however,

the change of address of the principal executive office must then be reported on the annual

report filed after the change or be submitted in writing to the secretary of state without a filing

fee. Unless otherwise provided in this chapter, the articles may be amended or modified only in

accordance with section 10-33-15.
N.D. Cent. Code § 10-33-126 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-126
10-33-126. Foreign corporation - Name
Status: in_force

10-33-126. Foreign corporation - Name

A foreign corporation may apply for a certificate of authority under any name that would be

available to a corporation, whether or not the name is the name under which it is authorized in

its jurisdiction of incorporation. A trade name must be registered as provided in chapter 47-25

when applying for the certificate of authority under a name other than the name as authorized in

the jurisdiction of incorporation.
N.D. Cent. Code § 10-35-32 — ND Code / Title 10 / Chapter 10-35 / Section 10-35-32
10-35-32. Secretary of state - Powers - Enforcement - Penalty - Appeal
Status: in_force

10-35-32. Secretary of state - Powers - Enforcement - Penalty - Appeal

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

administer this chapter and to perform the duties imposed thereby.

2. The secretary of state may propound to any publicly traded corporation that is subject

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

reasonably necessary and proper to ascertain whether the publicly traded corporation

has complied with all provisions of this chapter applicable to the publicly traded

corporation.

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

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

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

oath.

b. If the interrogatory is directed:

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

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

president, secretary, or assistant secretary of the publicly traded corporation.

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

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

disclose the record is not in conformity with this chapter.

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

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

discloses a violation of this chapter.

e. Each officer, director, or employee of a publicly traded corporation who fails or

refuses within the time provided by subdivision a to answer truthfully and fully an

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

infraction.

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

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

information obtained from the interrogatory or answers except insofar as

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

or other action by this state.

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

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

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

the reasons for rejection.

a. Within thirty days after the service of the notice of denial, the publicly traded

corporation may appeal to the district court in the judicial district serving Burleigh

County by filing with the clerk of court a petition setting forth a copy of the record

sought to be filed and a copy of the written rejection of the record by the secretary

of state.

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

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

the court determines proper.

4. If the secretary of state dissolves a publicly traded corporation pursuant to

subsection 2 of section 10-35-31, then the publicly traded corporation may appeal to

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

court a petition, including:

a. A copy of the publicly traded corporation's articles of incorporation; and

b. A copy of the notice of dissolution given by the secretary of state.

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

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

determines proper.

6. If the court order sought is one for reinstatement of a publicly traded corporation that

has been dissolved as provided in subsection 2 of section 10-35-31, then together with

any other actions the court deems proper, any such order which reverses the decision

of the secretary of state shall require the publicly traded corporation to:

a. File all past-due annual reports;

b. Pay the publicly traded corporation franchise fees to the secretary of state for

each annual report as provided in subsection 3 of section 10-35-28; and

c. Pay the reinstatement fee to the secretary of state as provided in subsection 3 of

section 10-35-31.

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

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

civil actions.
N.D. Cent. Code § 10-04-19 — ND Code / Title 10 / Chapter 10-04 / Section 10-04-19
10-04-19. Evidentiary matters
Status: in_force

10-04-19. Evidentiary matters

1. In any action, civil or criminal, when a defense is based upon any exemption provided

for in this chapter, the burden of proving the existence of such exemption shall be

upon the party raising such defense.

2. In any action, civil or criminal, a certificate signed and sealed by the commissioner,

stating compliance or noncompliance with the provisions of this chapter, shall

constitute prima facie evidence of such compliance or noncompliance with the

provisions of this chapter and shall be admissible in any such action.
N.D. Cent. Code § 10-19.1-25 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-25
10-19.1-25. Amendment of articles in court-supervised reorganization
Status: in_force

10-19.1-25. Amendment of articles in court-supervised reorganization

1. Whenever a plan of reorganization of a corporation has been confirmed by decree or

order of a court of competent jurisdiction in proceedings for the reorganization of the

corporation, pursuant to the provisions of any applicable statute of the United States

relating to reorganization of corporations, the articles may be amended, in the manner

provided in this section, in as many respects as may be necessary to carry out the

plan and to put it into effect, so long as the articles as amended contain only provisions

which might be lawfully contained in original articles at the time of making the

amendment. In particular, and without limitation upon any general power of

amendment, the articles may be amended to:

a. Change the corporate name, period of duration, or corporate purposes of the

corporation.

b. Repeal, alter, or amend the bylaws of the corporation.

c. Change the aggregate number of shares, or shares of any class, which the

corporation has the authority to issue.

d. Change the preferences, limitations, relative rights in respect of all or any part of

the shares of the corporation, and classify, reclassify, or cancel all or any part

thereof, whether issued or unissued.

e. Authorize the issuance of bonds, debentures, or other obligations of the

corporation, whether convertible into shares of any class or bearing warrants or

other evidences of optional rights to purchase or subscribe for shares of any

class, and fix the terms and conditions thereof.

f. Constitute or reconstitute and classify or reclassify a board and appoint directors

and officers in place of or in addition to all or any of the directors or officers then

in office.

2. Amendments to the articles pursuant to subsection 1 must be made in the following

manner:

a. Articles of amendment approved by decree or order of the court must be

executed and verified by the person or persons designated or appointed by the

court for that purpose and must set forth the name of the corporation, the

amendments of the articles approved by the court, the date of the decree or order

approving the articles of amendment, and the title of the proceedings in which the

decree or order was entered by a court having jurisdiction of the proceedings for

the reorganization of the corporation under the provisions of an applicable statute

of the United States.

b. An original of the articles of amendment must be filed with the secretary of state.

If the secretary of state finds that the articles of amendment conform to law and

that all fees have been paid as provided in section 10-19.1-147, the original must

be recorded in the office of the secretary of state.

3. The articles of amendment become effective upon their acceptance by the secretary of

state or at another time within thirty days after acceptance if the articles of amendment

so provide.

4. The articles are amended accordingly with the same effect as if the amendment had

been adopted by unanimous action of the directors and shareholders.
N.D. Cent. Code § 10-33-107 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-107
10-33-107. Involuntary dissolution
Status: in_force

10-33-107. Involuntary dissolution

1. A court may grant equitable relief it considers just and reasonable in the circumstances

or may dissolve a corporation and liquidate its assets and activities:

a. In a supervised voluntary dissolution under section 10-33-106.

b. In an action by a director or at least fifty members with voting rights or ten percent

of the members with voting rights, whichever is less, 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

members cannot 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,

illegally, or in a manner unfairly prejudicial toward one or more members in

their capacities as members, directors, or officers;

(3) The members 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;

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

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

been extended as provided in section 10-33-118.

c. In an action by a creditor when:

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

it 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 cannot pay its debts in

the ordinary course of its activities.

d. In an action by the attorney general when it is established that:

(1) The articles and certificate of incorporation were obtained through fraud;

(2) The corporation should not have been formed under this chapter;

(3) The corporation failed to comply with the requirements of sections 10-33-02

through 10-33-19 essential to incorporation under or election to become

governed by this chapter;

(4) The corporation has flagrantly violated a provision of this chapter, has

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

than one provision of this chapter;

(5) The corporation has engaged in an unauthorized act, contract, conveyance,

or transfer or has exceeded its powers;

(6) The corporation has acted, or failed to act, in a manner that constitutes

surrender or abandonment of the corporate purpose, franchise, privileges,

or enterprise;

(7) The corporation has liabilities and obligations exceeding the corporate

assets;

(8) The period of corporate existence has ended without extension;

(9) The corporation has failed for a period of ninety days to pay fees, charges,

or penalties required by this chapter;

(10) The corporation has failed for a period of thirty days:

(a) To appoint and maintain a registered agent in this state as provided in

chapter 10-01.1; or

(b) After changing its registered office, to file with the secretary of state a

statement of the change as provided in chapter 10-01.1;

(11) The corporation has answered falsely or failed to answer a reasonable

written interrogatory from the secretary of state or the attorney general to

the corporation, its officers, or directors;

(12) The corporation has solicited property and has failed to use it for the

purpose solicited; or

(13) The corporation has fraudulently used or solicited property.

e. An action may not be commenced under subdivision d until thirty days after

notice to the corporation by the attorney general of the reason for the filing of the

action. If the reason for filing the action is an act that the corporation has done, or

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

articles or bylaws or by performance of or abstention from the act, the attorney

general shall give the corporation thirty additional days in which to effect the

correction before filing the action.

2. In determining whether to order equitable relief or dissolution under this section, the

court shall consider the financial condition of the corporation but may not refuse to

order equitable relief or dissolution solely on the ground that the corporation is solvent.

3. 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 or a partial

liquidation, would be adequate to permanently relieve the circumstances established

under subdivision b, c, or d of subsection 1. Lesser relief may be ordered if it would be

appropriate under the facts and circumstances of the case.

4. 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 award reasonable

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

5. 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

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

personally.
N.D. Cent. Code § 10-19.1-110.1 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-110.1
10-19.1-110.1. Dissolution procedure for corporations that do not give notice to creditors and claimants
Status: in_force

10-19.1-110.1. Dissolution procedure for corporations that do not give notice to

creditors and claimants

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

corporation has elected not to give notice to creditors and claimants in the manner provided in

section 10-19.1-110:

1. Articles of dissolution for a corporation that has not given notice to creditors and

claimants in the manner provided in section 10-19.1-110:

a. Must be filed with the secretary of state after:

(1) The payment of claims of all known creditors and claimants has been made

or provided for; or

(2) At least two years have elapsed from the date of filing the notice of intent to

dissolve; and

b. Must state:

(1) If the articles of dissolution are being filed pursuant to paragraph 1 of

subdivision a, that all known debts, obligations, and liabilities of the

corporation have been paid and discharged or that adequate provision has

been made for payment or discharge;

(2) That the remaining property, assets, and claims of the corporation have

been distributed among its shareholders in accordance with subsection 5 of

section 10-19.1-92, or that adequate provision has been made for that

distribution; and

(3) That there are no pending legal, administrative, or arbitration proceedings

by or against the corporation, or that adequate provision has been made for

the satisfaction of any judgment, order, or decree that may be entered

against it in a pending proceeding.

2. With respect to claims against a corporation that does not give notice:

a. If a corporation has paid or provided for all known creditors or claimants at the

time articles of dissolution are filed, a creditor or claimant who does not file a

claim or pursue a remedy, in a legal, administrative, or arbitration proceeding

within two years after the date of filing the notice of intent to dissolve is barred

from suing on that claim or otherwise realizing upon or enforcing it.

b. If the corporation has not paid or provided for all known creditors and claimants at

the time articles of dissolution are filed, a person who does not file a claim or

pursue a remedy in a legal, administrative, or arbitration proceeding within two

years after the date of filing the notice of intent to dissolve is barred from suing on

that claim or otherwise realizing upon or enforcing it, except as provided in

section 10-19.1-124.
N.D. Cent. Code § 10-19.1-120 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-120
10-19.1-120. Discontinuance of dissolution proceedings
Status: in_force

10-19.1-120. Discontinuance of dissolution proceedings

The involuntary or supervised voluntary dissolution of a corporation must be discontinued at

any time during the dissolution proceedings when it is established that cause for dissolution no

longer exists. When this is established, the court shall dismiss the proceedings and direct the

receiver, if any, to redeliver to the corporation all its remaining property and assets.
N.D. Cent. Code § 10-01.1-13 — ND Code / Title 10 / Chapter 10-01.1 / Section 10-01.1-13
10-01.1-13. Service of process on entities, nonresident governors, and the secretary of state
Status: in_force

10-01.1-13. Service of process on entities, nonresident governors, and the secretary

of state.

1. Until the legal existence of an entity ceases, or until the authority of a foreign entity is

withdrawn or revoked, service of any process, notice, or demand on the entity or

nonresident governor may be served on:

a. A registered agent;

b. A governor of the entity, whether resident in this state or not;

c. Any responsible person found at the registered office or at the principal executive

office if located in this state; or

d. On the secretary of state as provided in this section.

2. Service is perfected under this section pursuant to North Dakota Rules of Civil

Procedure or applicable law.

3. The secretary of state is the agent for service of process:

a. When a foreign entity transacts business without a certificate of authority;

b. When a domestic entity has been dissolved;

c. If an entity that previously filed a registered agent filing with the secretary of state

no longer has a registered agent; or

d. If the registered agent, governor, or responsible person cannot with reasonable

diligence be served.

4. Service of process, notice, or demand on a registered agent must be in the form of a

written document.

5. Service on the secretary of state:

a. Shall be made by registered mail or personal delivery to the secretary of state

and not by electronic communication.

b. Shall include the return of the sheriff, or the affidavit of an individual who is not a

party, verifying that neither the registered agent nor a responsible person can be

found at the registered office or at the principal executive office.

c. Is deemed personal service upon the entity and must be made by filing with the

secretary of state:

(1) Three copies of the process, notice, or demand; and

(2) The fees provided in section 10-01.1-03.

d. Is returnable in not less than thirty days notwithstanding a shorter period specified

in the process, notice, or demand.

6. The secretary of state shall immediately forward, by registered mail, a copy of the

process, notice, or demand addressed to:

a. The entity at the principal executive office address of record;

b. Any address provided by any serving party; or

c. To any forwarding address provided by the United States postal service.

7. The secretary of state shall maintain a record of every process, notice, and demand

served on the secretary of state under this section, including the date of service and

the action taken with reference to the process, notice, or demand.

8. Service of process, notice, or demand may be perfected by any other means provided

by law other than this chapter.

9. The court shall determine if service is proper.
N.D. Cent. Code § 10-19.1-139 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-139
10-19.1-139. Foreign corporation - Merger of foreign corporation authorized to transact business in this state
Status: in_force

10-19.1-139. Foreign corporation - Merger of foreign corporation authorized to

transact business in this state.

If a foreign corporation authorized to transact business in this state is a party to a statutory

merger permitted by the laws of the jurisdiction under which the foreign corporation is

incorporated, and the foreign corporation is not the surviving organization, the surviving

organization shall, within thirty days after the merger becomes effective, file with the secretary of

state a certified statement of merger duly authenticated by the proper officer of the state or

country where the statutory merger was effected. Any foreign organization that is the surviving

organization in a merger and which will continue to transact business in this state shall procure

a certificate of authority if not previously authorized to transact business in the state.
N.D. Cent. Code § 10-19.1-105 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-105
10-19.1-105. Methods of dissolution
Status: in_force

10-19.1-105. Methods of dissolution

A corporation may be dissolved:

1. Before the issuance of shares, pursuant to section 10-19.1-106;

2. After the issuance of shares, pursuant to sections 10-19.1-107 through 10-19.1-113.1;

or

3. By order of a court pursuant to sections 10-19.1-114 through 10-19.1-122.
N.D. Cent. Code § 10-32.1-58 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-58
10-32.1-58. Filings required for a merger or exchange - Effective date
Status: in_force

10-32.1-58. Filings required for a merger or exchange - Effective date

1. After each constituent organization has approved a plan of merger or exchange,

articles of merger or exchange must be signed on behalf of:

a. Each constituent limited liability company, as provided in subsection 47 of section

10-32.1-02; and

b. Each other constituent organization, as provided in its governing statute.

2. Articles of merger under this section must include:

a. The name and form of each constituent organization and the jurisdiction of its

governing statute;

b. The name and form of the surviving organization, the jurisdiction of its governing

statute, and, if the surviving organization is created by the merger, then a

statement to that effect;

c. The date the merger is effective under the governing statute of the surviving

organization;

d. If the surviving organization is to be created by the merger:

(1) If it will be a limited liability company, then the articles of organization of the

company; or

(2) If it will be an organization other than a limited liability company, then the

organizational document that creates the organization that is in a public

record;

e. If the surviving organization pre-exists the merger, then any amendments

provided for in the plan of merger for the organizational document that created

the organization that are in a public record;

f. A statement as to each constituent organization that the merger was approved as

required by the governing statute of the organization;

g. If the surviving organization is a foreign organization not authorized to transact

business in this state, then the address of an office that the secretary of state

may use for the purposes of subsection 2 of section 10-32.1-59; and

h. Any additional information required by the governing statute of any constituent

organization.

3. Articles of exchange under this section must include:

a. The name and form of each constituent organization and the jurisdiction of its

governing statute;

b. 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;

c. The date the exchange is effective under the governing statute of the acquiring

organization;

d. A statement as to each constituent organization that the exchange was approved

as required by the governing statute of the organization; and

e. Any additional information required by the governing statute of any constituent

organization.

4. The articles of merger or exchange, together with the fees provided in section

10-32.1-92, shall be filed with the secretary of state.

5. With respect to the effective date of merger or exchange:

a. A merger becomes effective under sections 10-32.1-55 through 10-32.1-59 and

10-32.1-71:

(1) If the surviving organization is a limited liability company, then upon the later

of:

(a) Compliance with subsection 4; or

(b) Subject to subsection 3 of section 10-32.1-86, the effective date

specified in the articles of merger; or

(2) If the surviving organization is not a limited liability company, then as

provided by the governing statute of the surviving organization.

b. An exchange becomes effective under sections 10-32.1-55 through 10-32.1-58,

10-32.1-60, and 10-32.1-71 upon the later of:

(1) Compliance with subsection 4; or

(2) Subject to subsection 3 of section 10-32.1-86, the effective date specified in

the articles of exchange.
N.D. Cent. Code § 10-04-08.3 — ND Code / Title 10 / Chapter 10-04 / Section 10-04-08.3
10-04-08.3. Unlawful representations concerning registration or exemption
Status: in_force

10-04-08.3. Unlawful representations concerning registration or exemption

1. Neither the fact that an application for approval under section 10-04-05 or 10-04-06 or

registration under section 10-04-07.1, 10-04-07.2, 10-04-08, or 10-04-10 or a notice

filing under section 10-04-08.4 has been filed nor the fact that a security or person is

effectively approved or registered constitutes a finding by the commissioner that any

document filed under this chapter is true, complete, and not misleading. Neither any

such fact nor the fact that an exemption or exception is available for a security or a

transaction means that the commissioner has passed in any way upon the merits or

qualifications of, or recommended or given approval to, any security, transaction, or

person.

2. It is unlawful to make, or cause to be made, to any prospective purchaser, customer,

or client any representation inconsistent with subsection 1.
N.D. Cent. Code § 10-06.1-06 — ND Code / Title 10 / Chapter 10-06.1 / Section 10-06.1-06
10-06.1-06. Surface coal mining - Exception
Status: in_force

10-06.1-06. Surface coal mining - Exception

A corporation or limited liability company not engaged in the business of farming or ranching

may own or lease farmland or ranchland, when the business of the corporation or limited liability

company is conducting surface coal mining operations or related energy conversion, and when

the owning or leasing of farmland or ranchland is reasonably necessary in the conduct of the

business of surface coal mining or related energy conversion. When the necessity for owning or

leasing of farmland or ranchland no longer exists, the exception provided in this section ceases

and the corporation or limited liability company owning or leasing the lands is subject to this

chapter.
N.D. Cent. Code § 10-19.1-57 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-57
10-19.1-57. Contract rights
Status: in_force

10-19.1-57. Contract rights

The election or appointment of an individual as an officer or agent does not, of itself, create

contract rights. However, a corporation may enter into a contract with an officer or agent. The

resignation or removal of an officer or agent is without prejudice to any contractual rights or

obligations. The fact that the contract may be for a term that is longer than the terms of the

directors who authorized or approved the contract does not make the contract void or voidable.
N.D. Cent. Code § 10-32.1-70 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-70
10-32.1-70. Effect of domestication
Status: in_force

10-32.1-70. Effect of domestication

1. When a domestication takes effect:

a. The domesticated company is for all purposes the company that existed before

the domestication;

b. All property owned by the domesticating company remains vested in the

domesticated company;

c. All debts, obligations, or other liabilities of the domesticating company continue

as debts, obligations, or other liabilities of the domesticated company;

d. An action or proceeding pending by or against a domesticating company may be

continued as if the domestication had not occurred;

e. Except as prohibited by other law, all of the rights, privileges, immunities, powers,

and purposes of the domesticating company remain vested in the domesticated

company;

f. Except as otherwise provided in the plan of domestication, the terms and

conditions of the plan of domestication take effect; and

g. Except as otherwise agreed, the domestication does not dissolve a domesticating

limited liability company for the purposes of sections 10-32.1-50 through

10-32.1-54.

2. A domesticated company that is a foreign limited liability company consents to the

jurisdiction of the courts of this state to enforce any debt, obligation, or other liability

owed by the domesticating company if, before the domestication, the domesticating

company was subject to suit in this state on the debt, obligation, or other liability. A

domesticated company that is a foreign limited liability company and not authorized to

transact business in this state appoints the secretary of state as its agent for service of

process for purposes of enforcing a debt, obligation, or other liability under this

subsection. Service on the secretary of state under this subsection must be made in

the same manner and has the same consequences as in section 10-32.1-19.

3. If a limited liability company has adopted and approved a plan of domestication under

section 10-32.1-68 providing for the company to be domesticated in a foreign

jurisdiction, then a statement surrendering the articles of organization of the company

must be filed with the secretary of state setting forth:

a. The name of the company;

b. A statement that the articles of organization are being surrendered in connection

with the domestication of the company in a foreign jurisdiction;

c. A statement that the domestication was approved as required by this chapter; and

d. The jurisdiction of formation of the domesticated foreign limited liability company.
N.D. Cent. Code § 10-15-18 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-18
10-15-18. Quorum
Status: in_force

10-15-18. Quorum

A quorum at a member meeting shall be ten percent of the first one hundred members plus

five percent of additional members, present in person or represented by delegates. Unless the

bylaws fix a larger number of members to constitute a quorum, a quorum shall never be more

than fifty members nor less than five members, or a majority of all members, whichever is

smaller. Members represented by signed vote may be counted in computing a quorum only on

those questions as to which the signed vote is taken. The provisions of this section shall not

apply to an electric generation or transmission cooperative as provided in subsection 10 of

section 10-13-03 and a quorum for such cooperative at a meeting of its membership shall be as

provided in its bylaws.
N.D. Cent. Code § 10-33-12 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-12
10-33-12. Registered office - Registered agent
Status: in_force

10-33-12. Registered office - Registered agent

A corporation shall continuously maintain a registered agent in this state as provided by

chapter 10-01.1, and if a noncommercial registered agent, then the address of the

noncommercial registered agent in this state.
N.D. Cent. Code § 10-19.1-141 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-141
10-19.1-141. Foreign corporation - Revocation of certificate of authority
Status: repealed

10-19.1-141. Foreign corporation - Revocation of certificate of authority

Repealed by S.L. 2015, ch. 86, § 24.
N.D. Cent. Code § 10-36-07 — ND Code / Title 10 / Chapter 10-36 / Section 10-36-07
10-36-07. Secretary of state - Annual report of nonprofit limited liability companies and foreign nonprofit limited liability companies
Status: in_force

10-36-07. Secretary of state - Annual report of nonprofit limited liability companies

and foreign nonprofit limited liability companies.

1. Each nonprofit limited liability company, and each foreign nonprofit limited liability

company authorized to conduct activities in this state, shall file, within the time

provided in subsection 3, an annual report setting forth:

a. The name of the nonprofit limited liability company or foreign nonprofit limited

liability company and the state or country under the laws of which it is organized.

b. The address of the registered office of the nonprofit limited liability company or

foreign nonprofit limited liability company in this state, the name of its registered

agent in this state at that address, and the address of its principal executive

office.

c. A brief statement of the character of the activities in which the nonprofit limited

liability company or foreign nonprofit limited liability company is actually engaged

in this state.

d. The names and respective addresses of the managers and governors of the

nonprofit limited liability company or foreign nonprofit limited liability company or

the name or names and respective address or addresses of the managing

member or members of the nonprofit limited liability company or foreign nonprofit

limited liability company.

e. The section of the Internal Revenue Code by which its tax status is established.

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 section 10-33-01 or in the articles or

bylaws, or in a resolution approved by the affirmative vote of the required proportion or

number of the governors or members entitled to vote. If the nonprofit limited liability

company or foreign nonprofit limited liability company is in the hands of a receiver or

trustee, it must be signed on behalf of the nonprofit limited liability company or foreign

nonprofit limited liability company 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 of a nonprofit limited liability

company or foreign nonprofit limited liability company must be delivered to the

secretary of state before February second of each year. The first annual report of a

nonprofit limited liability company must be delivered before February second of the

year following the calendar year of the effective date stated in the articles of

organization, and the first annual report of a foreign nonprofit limited liability company

must be delivered before February second of the year following the calendar year in

which the certificate of authority was issued by the secretary of state. The secretary of

state must file the report if the report conforms to the requirements of subsection 2.

a. If the report does not conform, it must be returned to the nonprofit limited liability

company or foreign nonprofit limited liability company for any necessary

corrections.

b. If the report is filed before the deadlines provided in this subsection, penalties for

the failure to file a report within the time provided do not apply, if the report is

corrected to conform to the requirements of subsection 2 and returned to the

secretary of state within thirty days after the annual report was returned by the

secretary of state for correction.

4. After the date established under subsection 3, the secretary of state shall notify any

nonprofit limited liability company or foreign nonprofit limited liability company failing to

file its annual report that its certificate of organization or certificate of authority is not in

good standing and that it may be dissolved or revoked pursuant to subsections 5

and 6. The secretary of state must mail the notice to the last registered agent at the

last registered office. If the nonprofit limited liability company or foreign nonprofit

limited liability company files its annual report after the notice is mailed, together with

the annual report filing fee and late filing penalty fee as provided in section 10-36-08,

the secretary of state shall restore its certificate of organization or certificate of

authority to good standing.

5. A nonprofit limited liability company that does not file its annual report, along with the

statutory filing and penalty fees, within one year after the date established in

subsection 3 ceases to exist and is considered involuntarily dissolved by operation of

law.

a. Thereafter, the secretary of state shall note the termination of the nonprofit limited

liability company's certificate of organization on the records of the secretary of

state and shall give notice of the action to the dissolved nonprofit limited liability

company.

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

last registered office.

6. A foreign nonprofit limited liability company that does not file its annual report, along

with the statutory filing and penalty fees, within one year after the date established by

subsection 3 forfeits its authority to conduct activities in this state.

a. The secretary of state shall note the revocation of the foreign nonprofit limited

liability company's certificate of authority on the records of the secretary of state

and shall give notice of the action to the foreign nonprofit limited liability company.

b. Notice by the secretary of state must be mailed to the foreign nonprofit limited

liability company'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.

7. A nonprofit limited liability company that was dissolved for failure to file an annual

report, or a foreign nonprofit limited liability company whose authority was forfeited by

failure to file an annual report, may be reinstated by filing a past-due report, together

with the statutory filing and penalty fees for an annual report and a reinstatement fee

as provided in section 10-36-08. The fees must be paid and the 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.

8. The secretary of state may waive any penalties provided in this section when an

annual report form could not be delivered to the nonprofit limited liability company.
N.D. Cent. Code § 10-19.1-00.1 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-00.1
10-19.1-00.1. Citation
Status: in_force

10-19.1-00.1. Citation

This chapter may be cited as the "North Dakota Business Corporation Act".
N.D. Cent. Code § 10-19.1-134 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-134
10-19.1-134. Foreign corporation - Admission of foreign corporation - Transacting business - Obtaining licenses and permits
Status: in_force

10-19.1-134. Foreign corporation - Admission of foreign corporation - Transacting

business - Obtaining licenses and permits.

A foreign corporation may not:

1. Transact business 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. Transact any business in this state prohibited to a domestic 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 § 10-35-33 — ND Code / Title 10 / Chapter 10-35 / Section 10-35-33
10-35-33. Funds received
Status: in_force

10-35-33. Funds received

Twenty percent of the fees received by the secretary of state for filing records of a publicly

traded corporation as provided for in section 10-19.1-147 or this chapter must be deposited in

the secretary of state's general services operating fund to pay the cost to administer this

chapter.
N.D. Cent. Code § 10-32.1-29 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-29
10-32.1-29. Liability for contributions
Status: in_force

10-32.1-29. Liability for contributions

1. The obligation of a person to make a contribution to a limited liability company is not

excused by the death, disability, or other inability of the person to perform personally. If

a person does not make a required contribution, then the person or the estate of the

person is obligated to contribute money equal to the value of the part of the

contribution which has not been made, at the option of the company.

2. A creditor of a limited liability company which extends credit or otherwise acts in

reliance on an obligation described in subsection 1 may enforce the obligation.
N.D. Cent. Code § 10-15-61 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-61
10-15-61. Short title
Status: in_force

10-15-61. Short title

This chapter may be cited as the North Dakota Cooperative Association Act.
N.D. Cent. Code § 10-33-68 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-68
10-33-68. Notice of member meetings
Status: in_force

10-33-68. 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 member 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 § 10-04-17 — ND Code / Title 10 / Chapter 10-04 / Section 10-04-17
10-04-17. Remedies
Status: in_force

10-04-17. Remedies

1. Every sale or contract for sale made in violation of any of the provisions of this chapter,

or of any rule or order issued by the commissioner under any provisions of this

chapter, shall be voidable at the election of the purchaser. The person making such

sale or contract for sale, and every director, officer, or agent of or for such seller who

shall have participated or aided in any way in making such sale shall be jointly and

severally liable to such purchaser who may sue either at law or in equity to recover the

full amount paid by such purchaser, together with all taxable court costs, interest as

provided in this subsection, and reasonable attorney's fees, less the amount of any

income received on the securities, upon tender to the seller, in person or in open court,

of the securities sold or of the contracts made, or for damages if the purchaser no

longer owns the securities. Damages are the amount that would be recoverable upon

a tender less the value of the securities when the purchaser disposed of them and

interest as provided in subsection 2 from the date of disposition. No purchaser shall

claim or have the benefit of this section if the purchaser shall have refused or failed to

accept, within thirty days from the date of such offer, an offer in writing of the seller to

take back the securities in question and to refund the full amount paid by such

purchaser, together with interest on such amount for the period from the date of

payment by such purchaser down to the date of repayment. Any offer made pursuant

to this subsection must be registered or exempt from registration under this chapter in

order to preclude a subsequent civil action by the purchaser. For the purposes of this

subsection, interest shall be computed as follows:

a. In case such securities consist of interest-bearing obligations, at the same rate as

provided in such securities, less the amount of any income received on the

securities.

b. In case such securities consist of other than interest-bearing obligations, at the

legal rate specified in section 47-14-05, less the amount of any income received

on the securities.

2. Any person that receives directly or indirectly any consideration for providing

investment advice to another person and violates this chapter is liable to the other

person as follows:

a. For violations of section 10-04-15, the person is liable for the actual damages

caused by the violative conduct, interest at the rate as specified in section

47-14-05, costs, and reasonable attorney's fees, less the amount of any income

received as a result of the violative conduct.

b. For all other violations of this chapter, or any rule promulgated thereunder, the

person is liable for all income collected in connection with the violative conduct.

3. The provisions of this section do not apply to a violation of section 10-04-08.4.

4. Nothing in this chapter shall limit any statutory or common-law right of any person in

any court for any act involved in the sale of securities.

5. No action may be taken under this section after five years from the date that the

aggrieved party knew or reasonably should have known about the facts that are the

basis for the alleged violation.

6. Each of the following persons are liable jointly and severally with and to the same

effect as persons liable under this section:

a. A person who controls, supervises, or serves as an officer, director, or managing

partner of a person liable under this section, unless the person did not know, and

in the exercise of reasonable care could not have known, of the conduct by

reason of which the liability is alleged to exist.

b. An individual who is an employee of or associated with a person liable under this

section and who materially aids the conduct giving rise to the liability, unless the

individual did not know, and in the exercise of reasonable care could not have

known, of the conduct by reason of which the liability is alleged to exist.

c. A person who is a broker-dealer, agent, investment adviser, or investment adviser

representative that materially aids the conduct giving rise to the liability under this

section, unless the person did not know, and in the exercise of reasonable care

could not have known, of the conduct by reason of which the liability is alleged to

exist.
N.D. Cent. Code § 10-19.1-76.2 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-76.2
10-19.1-76.2. Proxies
Status: in_force

10-19.1-76.2. Proxies

1. At or before the meeting for which the appointment is to be effective, a shareholder

may cast or authorize the casting of a vote:

a. By filing with an officer authorized to tabulate votes a written appointment of a

proxy which is signed by the shareholder.

b. By remote communication or authenticated electronic communication to an officer

authorized to tabulate votes, whether or not accompanied by written instructions

of the shareholder, of an appointment of a proxy.

(1) The remote communication or authenticated electronic communication must

set forth or be submitted with information from which it can be determined

that the appointment is authorized by the shareholder. If it is reasonably

concluded that the remote communication or authenticated electronic

communication is valid, the inspectors of election or, if there are no

inspectors, the other persons making that determination of validity shall

specify the information upon which they relied to make that determination.

(2) A proxy so appointed may vote on behalf of the shareholder, or otherwise

participate, in a meeting by remote communication according to section

10-19.1-75.2 to the extent the shareholder appointing the proxy would have

been entitled to participate by remote communication according to section

10-19.1-75.2 if the shareholder did not appoint the proxy.

c. A copy, facsimile telecommunication, or other reproduction of the original writing

or transmission may be substituted or used in lieu of the original writing or

transmission for any purpose for which the original writing or transmission could

be used if the copy, facsimile telecommunication, or other reproduction is a

complete and legible reproduction of the entire original writing or transmission.

d. An appointment of a proxy for shares held jointly by two or more shareholders is

valid if signed or consented to by authenticated electronic communication by any

one of the shareholders, unless the corporation receives from any of those

shareholders written notice or authenticated electronic communication either

denying the authority of that person to appoint a proxy or appointing a different

proxy.

2. The appointment of a proxy is valid for eleven months, unless a longer period is

expressly provided in the appointment. No appointment is irrevocable unless the

appointment is coupled with an interest, including a security interest, in the shares or

in the corporation. A shareholder who revokes a proxy is not liable in any way for

damages, restitution, or other claim.

3. An appointment may be revoked at will, unless the appointment is coupled with an

interest, in which case it may not be revoked except in accordance with the terms of

an agreement, if any, between the parties to the appointment. Appointment of a proxy

is revoked by the person appointing the proxy by:

a. Attending a meeting and voting in person;

b. Signing and delivering to an officer or to a duly authorized agent of the

corporation either:

(1) A writing stating the appointment of the proxy is revoked; or

(2) A new appointment; or

c. Remote communication or by authenticated electronic communication, whether or

not accompanied by written instructions of the shareholder, of:

(1) A statement that the proxy is revoked; or

(2) A new appointment.

4. Revocation in either manner provided in subdivision b or c of subsection 3 revokes all

earlier proxy appointments and is effective:

a. When filed with an officer or with a duly authorized agent of the corporation; or

b. When the remote communication or the authenticated electronic communication

is received by an officer or by the duly authorized agent of the corporation.

The remote communication or the authenticated electronic communication must set

forth or be submitted with information from which it can be determined that the

revocation or the new appointment was authorized by the shareholder.

5. The death or incapacity of a person appointing a proxy does not affect the right of the

corporation to accept the authority of the proxy, unless written notice of the death or

incapacity is received by an officer authorized to tabulate votes before the proxy

exercises authority under that appointment.

6. Unless the appointment specifically provides otherwise, if two or more persons are

appointed as proxies for a shareholder:

a. Any one of them may vote the shares on each item of business in accordance

with specific instructions contained in the appointment; and

b. If no specific instructions are contained in the appointment with respect to voting

the shares on a particular item of business, the shares must be voted as a

majority of the proxies determine. If the proxies are equally divided, the shares

may not be voted.

7. Subject to section 10-19.1-76.3 and an express restriction, limitation, or specific

reservation of authority of the proxy appearing on the appointment, the corporation

may accept a vote or action by the proxy as the action of the shareholder. The vote of

a proxy is final, binding, and not subject to challenge. However, the proxy is liable to

the shareholder or beneficial owner 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.

8. If a proxy is given authority by a shareholder to vote on less than all items of business

considered at a meeting of shareholders, the shareholder is considered to be present

and entitled to vote by the proxy for purposes of subsection 1 of section 10-19.1-74,

only with respect to those items of business for which the proxy has authority to vote. A

proxy who is given authority by a shareholder who abstains with respect to an item of

business is considered to have authority to vote on the item of business for purposes

of this subsection.
N.D. Cent. Code § 10-19.1-04 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-04
10-19.1-04. Mandatory application
Status: in_force

10-19.1-04. Mandatory application

After June 30, 1986, this chapter applies to all existing corporations incorporated under any

chapter of this code providing for the incorporation of corporations for a purpose or purposes for

which a corporation might be incorporated under this chapter or which are otherwise to be

governed by the general corporation laws of this state.

All provisions of the articles and bylaws of the corporation that may be included in the

articles or bylaws under this chapter remain in effect. All provisions of the articles and bylaws of

the corporation that are inconsistent with this chapter cease to be effective on July 1, 1986. Any

provisions required by this chapter to be contained in the articles that do not appear in the

articles are read into them as a matter of law.
N.D. Cent. Code § 10-32.1-21 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-21
10-32.1-21. Amendment or restatement of articles of organization
Status: in_force

10-32.1-21. Amendment or restatement of articles of organization

1. Articles of organization may be amended or restated at any time.

a. Before any contribution is reflected in the required records of a limited liability

company, the articles of organization may be amended by the organizers or by

the board. The articles of organization may also be amended by the board to

establish or fix the rights and preferences of a class or series of membership

interests before any contribution pertaining to that class or series is reflected in

the records of the limited liability company by filing articles of amendment with the

secretary of state.

b. With respect to amendment after contribution:

(1) Except as otherwise provided in subdivision a, after any contribution has

been reflected in the records of a limited liability company, the articles of

organization may be amended in the manner set forth in this subdivision.

(2) A resolution approved by the affirmative vote of a majority of the governors

present, or proposed by a member or members owning five percent or more

of the voting power of the members entitled to vote, that sets forth the

proposed amendment must be submitted to a vote at the next regular or

special meeting of the members of which notice has not yet been given but

still can be timely given. Any number of amendments may be submitted to

the members and voted upon at one meeting, but the same or substantially

the same amendment proposed by a member or members need not be

submitted to the members or be voted upon at more than one meeting

during a fifteen-month period. The resolution may amend the articles of

organization in their entirety to restate and supersede the original articles of

organization and all amendments to them.

(3) Written notice of the meeting of the members setting forth the substance of

the proposed amendment must be given to each member entitled to vote in

the manner provided in subsection 5 of section 10-32.1-39 for the giving of

notice of meetings of members.

(4) The proposed amendment is adopted:

(a) When approved by the affirmative vote of the members required by

section 10-32.1-39; or

(b) If the articles of organization provide for a specified proportion equal to

or larger than the majority necessary to transact a specified type of

business at a meeting, or if it is proposed to amend the articles to

provide for a specified proportion equal to or larger than the majority

necessary to transact a specified type of business at a meeting, then

the affirmative vote necessary to add the provision to, or to amend an

existing provision in, the articles of organization is the larger of:

[1] The specified proportion or number or, in the absence of a

specific provision, the affirmative vote necessary to transact the

type of business described in the proposed amendment at a

meeting immediately before the effectiveness of the proposed

amendment; or

[2] The specified proportion or number that would, upon

effectiveness of the proposed amendment, be necessary to

transact the specified type of business at a meeting.

2. To amend its articles of organization, a limited liability company must file with the

secretary of state an amendment stating:

a. The name of the company;

b. The changes the amendment makes to the articles of organization as most

recently amended or restated; and

c. A statement that the amendment was adopted pursuant to this chapter.

3. If only a change of address of the principal executive office is required, then an

amendment need not be filed. However, the change of address of the principal

executive office must then be reported in the next annual report filed after the change

or be submitted in writing to the secretary of state without a filing fee.

4. To restate its articles of organization, a limited liability company must file with the

secretary of state a restatement, designated as such in its heading, stating:

a. In the heading or an introductory paragraph, the present name of the company;

and

b. The changes the restatement makes to the articles of organization as most

recently amended or restated, except that the name and address of each

organizer may be omitted.

5. Subject to subsection 3 of section 10-32.1-15 and subsection 3 of section 10-32.1-87,

an amendment to or restatement of articles of organization is effective when filed with

the secretary of state or at a later date as specified in the amendment to, or

restatement of, the articles of organization.

6. The owners of the outstanding transferable interests of a class or series are entitled to

vote as a class or series upon a proposed amendment to the articles of organization,

whether or not entitled to vote on the amendment by the provisions of the articles of

organization, if the amendment would:

a. Effect an exchange, reclassification, or cancellation of all or part of the

membership interests of the class or series, or effect a combination of

outstanding membership interests of a class or series into a lesser number of

membership interests of the class or series if each other class or series is not

subject to a similar combination;

b. Effect an exchange, or create a right of exchange, of all or any part of the

membership interests of another class or series for the membership interests of

the class or series;

c. Change the rights or preferences of the membership interests of the class or

series;

d. Create a new class or series of membership interests having rights and

preferences prior and superior to the membership interests of that class or series,

or increase the rights and preferences or the number of membership interests, of

a class or series having rights and preferences prior or superior to the

membership interests of that class or series;

e. Divide the membership interests of the class into series and determine the

designation of each series and the variations in the relative rights and

preferences between the membership interests of each series or authorize the

board to do so;

f. Limit or deny any existing pre-emptive rights of the membership interests of the

class or series; or

g. Cancel or otherwise affect distributions on the membership interests of the class

or series.

7. With respect to the effect of the amendment:

a. An amendment does not affect an existing cause of action in favor of or against

the limited liability company, nor a pending suit to which the limited liability

company is a party, nor the existing rights of persons other than members.

b. If the limited liability company name is changed by the amendment, a suit brought

by or against the limited liability company under its former name does not abate

for that reason.

c. An amendment restating the articles in their entirety supersedes the original

articles and all amendments to the original articles.

8. If the secretary of state finds that the articles of amendment conform to law, and that

all fees have been paid as provided in section 10-32.1-92, then the articles of

amendment must be recorded in the office of the secretary of state.

9. A limited liability company that amends its name and which 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 must change or amend the name of the limited liability company

in each registration when the limited liability company files an amendment.

10. With respect to the amendment of articles of organization in court-supervised

reorganization:

a. Whenever a plan of reorganization of a limited liability company has been

confirmed by decree or order of a court of competent jurisdiction in proceedings

for the reorganization of the limited liability company, pursuant to the provisions of

any applicable statute of the United States relating to reorganization of limited

liability companies, the articles may be amended, in the manner provided in this

section, in as many respects as may be necessary to carry out the plan and to

put it into effect, so long as the articles as amended contain only provisions which

might be lawfully contained in original articles of organization at the time of

making the amendment. In particular, and without limitation upon any general

power of amendment, the articles may be amended to:

(1) Change the limited liability company name, period of duration, or

organizational purposes of the limited liability company.

(2) Repeal, alter, or amend the bylaws of the limited liability company.

(3) Change the preferences, limitations, relative rights in respect of all or any

part of the membership interests of the limited liability company, and classify,

reclassify, or cancel all or any part thereof.

(4) Authorize the issuance of bonds, debentures, or other obligations of the

limited liability company, whether convertible into membership interests of

any class or bearing warrants or other evidence of optional rights to

purchase or subscribe for membership interests of any class, and fix the

terms and conditions thereof.

(5) Constitute or reconstitute and classify or reclassify the board and appoint

governors and managers in place of or in addition to all or any of the

governors or managers then in office.

b. Amendments to the articles pursuant to subdivision a must be made in the

following manner:

(1) Articles of amendment approved by decree or order of the court must be

signed and verified in duplicate by the person or persons designated or

appointed by the court for that purpose and must set forth the name of the

limited liability company, the amendments of the articles approved by the

court, the date of the decree or order approving the articles of amendment,

the title of the proceedings in which the decree or order was entered by a

court having jurisdiction of the proceedings for the reorganization of the

limited liability company pursuant to the provisions of an applicable statute

of the United States.

(2) An original of the articles of amendment must be filed with the secretary of

state. If the secretary of state finds that the articles of amendment conform

to law, and that all fees have been paid as provided in section 10-32.1-92,

then the articles of amendment must be recorded in the office of the

secretary of state.

c. The articles of amendment become effective upon their acceptance by the

secretary of state or at any other time within ninety days after their acceptance if

the articles of amendment so provide.

d. The articles are deemed to be amended accordingly, without any action by the

governors or members of the limited liability company and with the same effect as

if the amendment had been adopted by the unanimous action provided for in

section 10-32.1-39.

11. If a member-managed limited liability company, a manager of a manager-managed

limited liability company, or a governor of a board-managed limited liability company,

knows that any information in articles of organization filed with the secretary of state

was inaccurate when the articles were filed, or has become inaccurate owing to

changed circumstances, the member, manager, or governor shall promptly:

a. Cause the articles to be amended; or

b. If appropriate, file with the secretary of state a change of registered agent or

change of registered office in the manner prescribed by chapter 10-01.1.
N.D. Cent. Code § 10-19.1-23 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-23
10-19.1-23. Filing articles of amendment
Status: in_force

10-19.1-23. Filing articles of amendment

An original of the articles of amendment must be filed with the secretary of state. If the

secretary of state finds that the articles of amendment conform to law and all fees have been

paid as provided under section 10-19.1-147, the articles of amendment must be recorded in the

office of the secretary of state. A corporation that amends the corporate name and is the owner

of a service mark, trademark, or trade name, is a general partner named in a fictitious name

certificate, or 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

must change or amend the corporation's name in each registration when the corporation files an

amendment.
N.D. Cent. Code § 10-31-03.1 — ND Code / Title 10 / Chapter 10-31 / Section 10-31-03.1
10-31-03.1. Applicability of chapter 10-32.1
Status: in_force

10-31-03.1. Applicability of chapter 10-32.1

Chapter 10-32.1 applies to a professional organization that is created in the form of a limited

liability company and which enjoys the powers and privileges and is subject to the duties,

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

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

with chapter 10-32.1.
N.D. Cent. Code § 10-15-06 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-06
10-15-06. Articles - Scope
Status: in_force

10-15-06. Articles - Scope

It is not necessary to set forth in the articles of association any of the powers granted by this

chapter. The articles may include additional provisions, consistent with law, including provisions

which are required or permitted to be set forth in the bylaws. Any provision required or permitted

in the bylaws has equal force and effect if stated in the articles. Whenever a provision of the

articles is inconsistent with a bylaw, the articles control.
N.D. Cent. Code § 10-15-24 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-24
10-15-24. Liability of cooperative for wrongful transfers of its securities
Status: in_force

10-15-24. Liability of cooperative for wrongful transfers of its securities

1. A cooperative is not liable for acting upon wrongful transfers of its securities unless it

has notice that the certificate was not transferred by a proper person or has notice that

the transfer was wrongful.

2. As used in this section:

a. "Proper person" means the registered owner or last prior transferee, whether or

not described as fiduciary for another, or the person's authorized agent, legal

representative, or successor to the person's interest by operation of law.

b. "Transfer" includes a redemption or recall of stock.

c. "Wrongful transfer" means a transfer which is in excess of the authorization or

capacity of the transferor, or which is made in breach of the transferor's fiduciary

duty.
N.D. Cent. Code § 10-33-104 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-104
10-33-104. Revocation of dissolution proceedings
Status: in_force

10-33-104. Revocation of dissolution proceedings

1. As provided in this section, dissolution proceedings begun under section 10-33-98

may be revoked before the articles of dissolution are filed.

2. The board may adopt a resolution revoking the proposed dissolution by the affirmative

vote of a majority of all directors. If there are members with voting rights, the resolution

must be submitted to the members under subsection 3.

3. Written notice must be given to the members with voting rights within the time and in

the manner provided in section 10-33-68 for notice of meetings of members and must

state that a purpose of the meeting is to consider the advisability of revoking the

dissolution proceedings.

a. The proposed revocation must be submitted to the members at the meeting.

b. If the proposed revocation is approved by the members with voting rights, the

dissolution proceedings are revoked.

4. Revocation of dissolution proceedings is effective when a notice of revocation is filed

with the secretary of state.

a. After the notice is filed, the corporation may resume its activities.

b. If notice to the attorney general has been given under section 10-33-122, the

notice of revocation also must be given to the attorney general on or before the

time that it is filed with the secretary of state.
N.D. Cent. Code § 10-32.1-84 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-84
10-32.1-84. Foreign limited liability company - Effect of failure to have a certificate of authority
Status: in_force

10-32.1-84. Foreign limited liability company - Effect of failure to have a certificate of

authority.

1. A foreign limited liability company transacting business in this state may not maintain

an action or proceeding in this state unless it has a certificate of authority to transact

business in this state.

2. The failure of a foreign limited liability company to have a certificate of authority to

transact business in this state does not impair the validity of a contract or act of the

company or prevent the company from defending an action or proceeding in this state.

3. A member, manager, or governor of a foreign limited liability company is not liable for

the debts, obligations, or other liabilities of the company solely because the company

transacted business in this state without a certificate of authority.

4. If a foreign limited liability company transacts business in this state without a certificate

of authority or cancels its certificate of authority, then it appoints the secretary of state

as its agent for service of process for rights of action arising out of the transaction of

business in this state.

5. A foreign limited liability company that transacts business in this state without a valid

certificate of authority is subject to a civil penalty, payable to the state, not to exceed

five thousand dollars. Each governor or, in the absence of governors, each member or

agent who authorizes, directs, or participates in the transaction of business in this

state on behalf of a foreign limited liability company that does not have a certificate is

subject to a civil penalty, payable to the state, not to exceed one thousand dollars.

6. The civil penalties set forth in subsection 5 may be recovered in an action brought

within the district court of Burleigh County by the attorney general. Upon a finding by

the court that a foreign limited liability company or any of its members, governors, or

agents have transacted business in this state in violation of this chapter, the court shall

issue, in addition to the imposition of a civil penalty, an injunction restraining the further

transaction of the business of the foreign limited liability company and the further

exercise of the rights and privileges of the foreign limited liability company in this state.

The foreign limited liability company must be enjoined from transacting business in this

state until all civil penalties plus any interest and court costs that the court may assess

have been paid and until the foreign limited liability company has otherwise complied

with the provisions of this chapter.
N.D. Cent. Code § 10-32.1-67 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-67
10-32.1-67. Domestication
Status: in_force

10-32.1-67. Domestication

1. A foreign limited liability company may become a limited liability company pursuant to

this section, sections 10-32.1-67 through 10-32.1-71, and a plan of domestication if:

a. The governing statute of the foreign limited liability company authorizes the

domestication;

b. The domestication is not prohibited by the law of the jurisdiction that enacted the

governing statute; and

c. The foreign limited liability company complies with its governing statute in

effecting the domestication.

2. A limited liability company may become a foreign limited liability company pursuant to

this section, sections 10-32.1-67 through 10-32.1-71, and a plan of domestication if:

a. The governing statute of the foreign limited liability company authorizes the

domestication;

b. The domestication is not prohibited by the law of the jurisdiction that enacted the

governing statute; and

c. The foreign limited liability company complies with its governing statute in

effecting the domestication.

3. A plan of domestication must be in a record and must include:

a. The name of the domesticating company before domestication and the

jurisdiction of its governing statute;

b. The name of the domesticated company after domestication and the jurisdiction

of its governing statute;

c. The terms and conditions of the domestication, including the manner and basis

for converting interests in the domesticating company into any combination of

money, interests in the domesticated company, and other consideration; and

d. The originating record of the domesticated company.
N.D. Cent. Code § 10-32.1-49 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-49
10-32.1-49. Effect of the dissociation of a person as member
Status: in_force

10-32.1-49. Effect of the dissociation of a person as member

1. When a person is dissociated as a member of a limited liability company:

a. The right of the person to participate as a member in the management and

conduct of the activities of the company terminates;

b. If the company is member-managed, then the fiduciary duties of the person as a

member end with regard to matters arising and events occurring after the

dissociation of the person; and

c. Subject to sections 10-32.1-46 and 10-32.1-55 through 10-32.1-71, any

transferable interest owned by the person immediately before dissociation in the

capacity of the person as a member is owned by the person solely as a

transferee.

2. The dissociation of a person as a member of a limited liability company does not of

itself discharge the person from any debt, obligation, or other liability to the company

or the other members that the person incurred while a member.
N.D. Cent. Code § 10-19.1-104.4 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-104.4
10-19.1-104.4. Articles of conversion
Status: in_force

10-19.1-104.4. Articles of conversion

1. Upon receiving the approval required by section 10-19.1-104.3, articles of conversion

must be prepared in a record that must contain:

a. A statement that the converting organization is being converted into another

organization, including:

(1) The name of the converting organization immediately before the filing of the

articles of conversion;

(2) The name to which the name of the converting organization is to be

changed, which must be a name that satisfies the laws applicable to the

converted organization;

(3) The form of organization that the converted organization will be; and

(4) The jurisdiction of the governing statute of the converted organization;

b. A statement that the plan of conversion has been approved by the converting

organization as provided in section 10-19.1-104.3;

c. A statement that the plan of conversion has been approved as required by the

governing statute of the converted organization;

d. The plan of conversion without organization records;

e. A copy of the originating record of the converted organization; and

f. If the converted organization is a foreign organization not authorized to transact

business or conduct activities in this state, then the street and mailing address of

an office which the secretary of state may use for the purposes of subsection 4 of

section 10-19.1-104.6.

2. The articles of conversion must be signed on behalf of the converting organization and

filed with the secretary of state.

a. If the converted organization is a domestic organization:

(1) Then the filing of the articles of conversion must also include the filing with

the secretary of state of the originating record of the converted organization.

(2) Upon both the articles of conversion and the originating record of the

converted organization being filed with the secretary of state, the secretary

of state shall issue a certificate of conversion and the appropriate certificate

of creation to the converted organization or its legal representative.

b. If the converted organization is a foreign organization:

(1) That is transacting business or conducting activities in this state, then:

(a) The filing of the articles of conversion must include the filing with the

secretary of state of an application for a certificate of authority by the

converted organization.

(b) Upon both the articles of conversion and the application for a

certificate of authority by the converted organization being filed with

the secretary of state, the secretary of state shall issue a certificate of

conversion and the appropriate certificate of authority to the converted

organization or the legal representative.

(2) That is not transacting business or conducting activities in this state, then,

upon the articles of conversion being filed with the secretary of state, the

secretary of state shall issue a certificate of conversion to the converted

organization or its legal representative.

3. A converting organization that 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 in

a limited liability partnership that is on file with the secretary of state must change or

amend the name of the converting organization to the name of the converted

organization in each registration when filing the articles of conversion.
N.D. Cent. Code § 10-19.1-75.3 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-75.3
10-19.1-75.3. Number of shareholders
Status: in_force

10-19.1-75.3. Number of shareholders

1. The following identified as a shareholder in a corporation's current record of

shareholders constitutes one shareholder:

a. Three or fewer co-owners;

b. A corporation, partnership, trust, estate, or other entity;

c. The trustees, guardians, custodians, or other fiduciaries of a single trust, estate,

or account; or

d. One data address.

2. Shareholdings registered in substantially similar names constitute one shareholder if it

is reasonable to believe the names represent the same person.
N.D. Cent. Code § 10-06.1-22 — ND Code / Title 10 / Chapter 10-06.1 / Section 10-06.1-22
10-06.1-22. Tax commissioner to compare returns and reports
Status: in_force

10-06.1-22. Tax commissioner to compare returns and reports

Each year the tax commissioner shall select at random at least five percent of the income

tax returns filed by corporations or limited liability companies which report on income from

engaging in the business of farming or ranching and shall compare the returns with the annual

report required to be filed with the secretary of state by section 10-06.1-17 and section

10-06.1-17.1 and shall forward any apparent violations to the attorney general and the governor.
N.D. Cent. Code § 10-15-52.1 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-52.1
10-15-52.1. Merger of foreign cooperative authorized to transact business in this state
Status: in_force

10-15-52.1. Merger of foreign cooperative authorized to transact business in this

state.

Whenever a foreign cooperative authorized to transact business in this state is a party to a

statutory merger permitted by the laws of the state or country under the laws of which it is

associated, and such cooperative is not the surviving cooperative, within thirty days after such

merger becomes effective, the surviving cooperative shall file with the secretary of state a

certificate of fact of merger duly authenticated by the proper officer of the state or country under

the laws of which such statutory merger was effected.
N.D. Cent. Code § 10-06.1-05 — ND Code / Title 10 / Chapter 10-06.1 / Section 10-06.1-05
10-06.1-05. Conversion of limited liability company
Status: in_force

10-06.1-05. Conversion of limited liability company

1. A business limited liability company regulated under chapter 10-32.1 may convert to a

farming or ranching limited liability company or an authorized livestock farm limited

liability company by adopting an amendment to its articles of organization or by

applying for an amended certificate of authority which specifies that the limited liability

company elects to be subject to this chapter and by complying with all requirements of

this chapter. The amendment must be filed with the secretary of state with the

prescribed fee and with the initial report required by section 10-06.1-15 or

10-06.1-15.2.

2. A farming or ranching limited liability company or an authorized livestock farm limited

liability company may convert to a business limited liability company by adopting an

amendment to its articles of organization or by applying for an amended certificate of

authority. The amendment must be filed with the secretary of state with the prescribed

fee. The amendment must be accompanied by a report outlining the information, as of

the date of the amendment, which is required under section 10-06.1-17 or

10-06.1-17.1, and the manner in which the limited liability company has divested itself

of its owned or leased land holdings and its business of farming or ranching.
N.D. Cent. Code § 10-15-27 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-27
10-15-27. Executive committee
Status: reserved

10-15-27. Executive committee

If the bylaws so provide, the board may elect an executive committee to consist of three or

more directors. When the board is not in session, such committee shall have all powers of the

board except in respect to:

1. Powers reserved by the board to itself.

2. Apportionment or distribution of proceeds.

3. Election of officers.

4. Filling of vacancies in the board.

5. Amendments to the bylaws.

The board may elect other directors as alternates for members of the executive committee.
N.D. Cent. Code § 10-19.1-137 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-137
10-19.1-137. Foreign corporation - Amendments to the certificate of authority
Status: in_force

10-19.1-137. 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 the foreign corporation changes the foreign corporation's name or purposes

sought in this state, the foreign corporation promptly shall 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.

1. In the case of a dissolution, a foreign corporation 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.

2. A foreign corporation that changes the foreign corporation's name and applies for an

amended certificate of authority, and 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 limited liability limited partnership, or is a managing

partner in a limited liability partnership that is on file with the secretary of state, shall

change the foreign corporation's name in each of the foregoing registrations that is

applicable when the foreign corporation files an application for an amended certificate

of authority.
N.D. Cent. Code § 10-33-01.3 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-01.3
10-33-01.3. Reservation of legislative right
Status: reserved

10-33-01.3. Reservation of legislative right

The legislative assembly reserves the right to amend or repeal the provisions of this

chapter. A corporation incorporated under or governed by this chapter is subject to this reserved

right.
N.D. Cent. Code § 10-04-12.1 — ND Code / Title 10 / Chapter 10-04 / Section 10-04-12.1
10-04-12.1. Board of review
Status: repealed

10-04-12.1. Board of review

Repealed by S.L. 1983, ch. 128, § 7.
N.D. Cent. Code § 10-32.1-85 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-85
10-32.1-85. Secretary of state - Powers - Enforcement
Status: in_force

10-32.1-85. Secretary of state - Powers - Enforcement

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

administer this chapter and to perform the duties imposed thereby.

2. Subject to the provisions of this chapter, the secretary of state may propound to any

limited liability company, domestic or foreign, and to any manager, governor, or

member thereof, such interrogatories as may be reasonably necessary and proper to

ascertain whether the limited liability company has complied with all provisions of this

chapter which are applicable to the limited liability company, the manager, the

governor, or the member.

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

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

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

oath.

b. If the interrogatories are directed:

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

(2) To a limited liability company, then they must be answered by the persons

whom the management and conduct of the activities of the company are

vested pursuant to section 10-32.1-39.

c. The secretary of state need not file any record to which such interrogatories

relate until such interrogatories have been answered, and not then if the answers

disclose that such record is not in conformity with the provisions of this chapter.

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

attorney general may deem appropriate, all interrogatories and answers thereto,

which disclose a violation of any of the provisions of this chapter.

e. Each person who fails or refuses within the time provided by subdivision a of

subsection 2 to answer truthfully and fully all interrogatories propounded to that

person by the secretary of state is guilty of an infraction.

f. Interrogatories propounded by the secretary of state and the answers thereto are

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

information obtained from the interrogatories or answers except insofar as may

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

proceedings or other action by this state.
N.D. Cent. Code § 10-33-135 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-135
10-33-135. Foreign corporation - Conduct of activity without certificate of authority - Civil penalty
Status: in_force

10-33-135. Foreign corporation - Conduct of activity without certificate of authority -

Civil penalty.

1. A foreign corporation conducting activities in this state may not maintain any action,

suit, or proceeding in any court of this state until it possesses a certificate of authority.

2. The failure of a foreign corporation to obtain a certificate of authority does not impair

the validity of any contract or act of the foreign corporation or prevent the foreign

corporation from defending any action, suit, or proceeding in any court of this state.

3. A foreign corporation, by conducting activities in this state without a certificate of

authority, appoints the secretary of state as its agent upon whom any notice, process,

or demand may be served.

4. A foreign corporation that conducts activities in this state without a valid certificate of

authority is liable to the state for the years or parts of years during which it conducted

activities in this state without the certificate in an amount equal to all fees that would

have been imposed by this chapter upon that corporation had it duly obtained the

certificate, filed all reports required by this chapter, and paid all penalties imposed by

this chapter. The attorney general shall bring proceedings to recover all amounts due

this state under this section.

5. A foreign corporation that conducts activities in this state without a valid certificate of

authority is subject to a civil penalty, payable to the state, not to exceed five thousand

dollars. Each director and each officer or agent who authorizes, directs, or participates

in the conduct of activity in this state on behalf of a foreign corporation that does not

have a certificate is subject to a civil penalty, payable to the state, not to exceed one

thousand dollars.

6. The civil penalties set forth in subsection 5 may be recovered in an action brought

within the district court of Burleigh County by the attorney general. Upon a finding by

the court that a foreign corporation or any of its members, directors, officers, or agents

have conducted activities in this state in violation of this chapter, the court shall issue,

in addition to the imposition of a civil penalty, an injunction restraining the further

conduct of the activity of the foreign corporation and the further exercise of any rights

and privileges by the corporation in this state. The foreign corporation must be

enjoined from conducting activities in this state until all civil penalties plus any interest

and court costs that the court may assess have been paid and until the foreign

corporation has otherwise complied with this chapter.

7. A member of a foreign corporation is not liable for the debts and obligations of the

corporation solely by reason of the corporation having conducted activity in this state

without a valid certificate of authority.
N.D. Cent. Code § 10-32.1-74 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-74
10-32.1-74. Foreign limited liability company - Admission of foreign limited liability company - Transacting business - Obtaining licenses and permits
Status: in_force

10-32.1-74. Foreign limited liability company - Admission of foreign limited liability

company - Transacting business - Obtaining licenses and permits.

A foreign limited liability company may not:

1. Transact business 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. Transact in this state any business that is prohibited to a domestic limited liability

company organized under this chapter.

3. Be denied a certificate of authority because the laws of the state or country where the

limited liability company is organized differ from the laws of this state.
N.D. Cent. Code § 10-31-07.2 — ND Code / Title 10 / Chapter 10-31 / Section 10-31-07.2
10-31-07.2. Issuance and transfer of membership interests
Status: in_force

10-31-07.2. Issuance and transfer of membership interests

A professional organization in the form of a limited liability company may issue membership

interests only to persons who are licensed to render the same specific professional services as

those for which the company was organized. A member may voluntarily transfer membership

interests in a professional limited liability company only to a person owning or eligible to own a

membership interest. The reflection of any membership interests in the required records of the

professional limited liability company in violation of this section is void. The voluntary transfer of

any membership interests in violation of this section is void. No membership interest may be

reflected in the required records of the professional limited liability company until there is

presented to and filed with the limited liability company a certificate from the regulating board

stating that the person to whom the transfer is to be made or the membership interest issued is

licensed to render the same specific professional services as those for which the limited liability

company was organized.
N.D. Cent. Code § 10-19.1-139.1 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-139.1
10-19.1-139.1. Foreign corporation - Conversion of foreign corporation authorized to transact business in this state
Status: in_force

10-19.1-139.1. Foreign corporation - Conversion of foreign corporation authorized to

transact business in this state.

If a foreign corporation authorized to transact business in this state converts to another

organization permitted by its governing statute, within thirty days after the conversion becomes

effective, the newly created organization resulting from the conversion shall file with the

secretary of state a certified statement of conversion duly authenticated by the proper officer of

the jurisdiction in which the statutory conversion was effected. Any foreign organization that is

the converted organization in a conversion and which will continue to transact business in this

state shall obtain a certificate of authority or applicable registration in accordance with the North

Dakota governing statute applicable to the converted organization.
N.D. Cent. Code § 10-01.1-17 — ND Code / Title 10 / Chapter 10-01.1 / Section 10-01.1-17
10-01.1-17. Savings clause
Status: in_force

10-01.1-17. Savings clause

This chapter does not affect an action or proceeding commenced or right accrued before

the effective date of this chapter.
N.D. Cent. Code § 10-19.1-87 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-87
10-19.1-87. Rights of dissenting shareholders
Status: in_force

10-19.1-87. Rights of dissenting shareholders

1. A shareholder of a corporation may dissent from, and obtain payment for the fair value

of the shareholder's shares in the event of, any of the following corporate actions:

a. Unless otherwise provided in the articles, an amendment of the articles that

materially and adversely affects the rights or preferences of the shares of a

dissenting shareholder in that it:

(1) Alters or abolishes a preferential right of the shares;

(2) Creates, alters, or abolishes a right in respect of the redemption of the

shares, including a provision respecting a sinking fund for the redemption or

repurchase of shares;

(3) Alters or abolishes a pre-emptive right of the holder of the shares to acquire

shares, securities other than shares, or rights to purchase shares or

securities other than shares;

(4) Excludes or limits the right of a shareholder to vote on a matter, or to

accumulate votes, except as the right may be excluded or limited through

the authorization or issuance of securities of an existing or new class or

series with similar or different voting rights; or

(5) Eliminates the right to obtain payment under this subdivision;

b. A sale, lease, transfer, or other disposition of property and assets of the

corporation that requires shareholder approval under subsection 2 of section

10-19.1-104, but not including:

(1) A disposition in dissolution described in subsection 2 of section 10-19.1-109;

(2) A disposition pursuant to an order of a court; or

(3) A disposition for cash on terms requiring that all or substantially all of the net

proceeds of disposition be distributed to the shareholders in accordance

with their respective interests within one year after the date of disposition;

c. A plan of merger to which the corporation is a constituent organization, except as

provided in subsection 3 and except for a plan of merger adopted under section

10-19.1-100.1;

d. A plan of exchange, whether under this chapter or under its governing statute in

the case of another organization, to which the corporation is a constituent

organization as the corporation whose shares will be acquired by the acquiring

organization, except as provided in subsection 3;

e. A plan of conversion adopted by a corporation; or

f. Any other corporate action taken pursuant to a shareholder vote with respect to

which the articles, the bylaws, or a resolution approved by the board directs that

dissenting shareholders may obtain payment for their shares.

2. A shareholder may not assert dissenters' rights as to less than all of the shares

registered in the name of the shareholder, unless the shareholder dissents with

respect to all the shares that are beneficially owned by another person but registered

in the name of the shareholder and discloses the name and address of each beneficial

owner on whose behalf the shareholder dissents. In that event, the rights of the

dissenter must be determined as if the shares as to which the shareholder has

dissented and the other shares were registered in the names of different shareholders.

The beneficial owner of shares who is not the shareholder may assert dissenters'

rights with respect to shares held on behalf of the beneficial owner, and must be

treated as a dissenting shareholder under the terms of this section and section

10-19.1-88, if the beneficial owner submits to the corporation at the time of or before

the assertion of the rights a written consent of the shareholder.

3. Unless the articles, the bylaws, or a resolution approved by the board otherwise

provide, the right to obtain payment under this section does not apply to the

shareholders of:

a. The surviving corporation in a merger with respect to shares of the shareholders

that are not entitled to be voted on the merger and are not canceled or

exchanged in the merger; or

b. The corporation whose shares will be acquired by the acquiring organization in a

plan of exchange with respect to shares of the shareholders that are not entitled

to be voted on the plan of exchange and are not exchanged in the plan of

exchange.

4. The shareholders of a corporation who have a right under this section to obtain

payment for their shares, or who would have the right to obtain payment for their

shares absent the exception set for in subsection 6, do not have a right at law or in

equity to have a corporate action described in subsection 1 set aside or rescinded,

except when the corporate action is fraudulent with regard to the complaining

shareholder or the corporation.

5. If a date is fixed according to subsection 1 of section 10-19.1-73.2 for the

determination of shareholders entitled to receive notice of and to vote on an action

described under subsection 1, only shareholders as of the date fixed and beneficial

owners as of the date fixed who hold through shareholders, as provided in

subsection 2, may exercise dissenters' rights.

6. Notwithstanding subsection 1, the right to obtain payment under this section, other

than in connection with a plan of merger adopted under section 10-19.1-100, is limited

in accordance with the following provisions:

a. The right to obtain payment under this section is not available for the holders of

shares of any class or series of shares that is listed on the New York stock

exchange, the American stock exchange, nasdaq global market, or the nasdaq

global select market.

b. The applicability of subdivision a is determined as of:

(1) The record date fixed to determine the shareholders entitled to receive

notice of, and to vote at, the meeting of shareholders to act upon the

corporate action described in subsection 1; or

(2) The day before the effective date of corporate action described in

subsection 1 if there is no meeting of shareholders.

c. Subdivision a is not applicable, and the right to obtain payment under this section

is available pursuant to subsection 1, for the holders of any class or series of

shares who are required by the terms of the corporate action described in

subsection 1 to accept for such shares anything other than shares, or cash in lieu

of fractional shares, of any class or any series of shares of the domestic or

foreign corporation, or any other ownership interest of any other organization, that

satisfies the standards set forth in subdivision a at the time the corporate action

becomes effective.
N.D. Cent. Code § 10-19.1-16 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-16
10-19.1-16. Change of registered office or registered agent - Change of name of registered agent
Status: in_force

10-19.1-16. Change of registered office or registered agent - Change of name of

registered agent.

As provided in chapter 10-01.1:

1. A corporation may change its registered office, change its registered agent, or state a

change in the name of its registered agent.

2. A registered agent of a corporation may resign.
N.D. Cent. Code § 10-33-64 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-64
10-33-64. Delegates
Status: in_force

10-33-64. Delegates

A corporation may provide in its articles or bylaws for delegates having some or all the

authority of members. The articles or bylaws may set forth provisions relating to:

1. The characteristics, qualifications, rights, limitations, and obligations of the delegates,

including their selection and removal;

2. Calling, noticing, holding, and conducting meetings of delegates; and

3. Carrying on corporate activities during and between meetings of delegates.
N.D. Cent. Code § 10-19.1-148.1 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-148.1
10-19.1-148.1. Delivery to and filing of records by secretary of state and effective date
Status: in_force

10-19.1-148.1. Delivery to and filing of records by secretary of state and effective

date.

1. A record authorized or required to be delivered to the secretary of state for filing under

this chapter must be captioned to describe the purpose of the record, be in a medium

permitted by the secretary of state, and be delivered to the secretary of state. If the

secretary of state determines that a record complies with the filing requirements of this

chapter, then the secretary of state shall file the record and return a copy of the filed

record to the person who delivered it to the secretary of state for filing. That person

shall then send a copy of the filed record to the person on whose behalf the record

was filed.

2. Upon request and payment of a fee provided in section 10-19.1-147, the secretary of

state shall send to the requester a certified copy of the requested record.

3. Except as otherwise specifically provided in this chapter, a record delivered to the

secretary of state for filing under this chapter may specify a delayed effective date

within ninety days. Except as otherwise provided in this chapter, a record filed by the

secretary of state is effective:

a. If a record does not specify a delayed effective date within ninety days, then on

the date the record is filed as evidenced by the endorsement of the secretary of

state of the date on the record.

b. If the record specifies a delayed effective date within ninety days, then on the

specified date.
N.D. Cent. Code § 10-33-06 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-06
10-33-06. Articles
Status: in_force

10-33-06. Articles

1. The articles of incorporation must contain:

a. The name of the corporation;

b. The name of the registered agent of the corporation as provided in chapter

10-01.1 and, if a noncommercial registered agent, then the address of that

noncommercial registered agent in this state;

c. The address of the principal executive office;

d. The name and address of each incorporator;

e. The effective date of the incorporation:

(1) If a later date than that on which the certificate of incorporation is issued by

the secretary of state; and

(2) Which may not be later than ninety days after the date on which the

certificate of incorporation is issued; and

f. A statement that the corporation is incorporated under this chapter.

2. The following articles govern a corporation unless modified by the articles:

a. A corporation has a general purpose of engaging in any lawful nonprofit activity

as provided in section 10-33-04;

b. A corporation has perpetual existence and certain powers as provided in section

10-33-21;

c. The power to initially adopt, amend, or repeal the bylaws is vested in the board as

provided in section 10-33-26;

d. Cumulative voting is prohibited as provided in section 10-33-34;

e. The affirmative vote of a majority of the directors present is required for an action

of the board as provided in section 10-33-42;

f. A written action by the board taken without a meeting must be signed by all

directors as provided in section 10-33-43;

g. Members are of one class as provided in section 10-33-57; and

h. A written action by the members must be signed by all members as provided in

section 10-33-73.

3. The following provisions govern a corporation unless modified either in the articles or

bylaws:

a. A certain method must be used for amending the articles as provided in section

10-33-15;

b. Certain procedures apply to the adoption, amendment, or repeal of bylaws by the

members as provided in section 10-33-26;

c. A director holds office for an indefinite term that expires upon the election of a

successor as provided in section 10-33-30;

d. The term of a director filling a vacancy expires at the end of the term the director

is filling as provided in section 10-33-30;

e. The compensation of directors is fixed by the board as provided in section

10-33-32;

f. The method provided in section 10-33-36 or 10-33-37 must be used for removal

of directors;

g. The method provided in section 10-33-38 must be used for filling board

vacancies;

h. Board meetings must be held at least once per year and if the board fails to

select a place for a board meeting, it must be held at the principal executive office

as provided in subsection 1 of section 10-33-39;

i. A director may call a board meeting, and the notice of the meeting need not state

the purpose of the meeting as provided in subsection 3 of section 10-33-39;

j. A majority of the board is a quorum as provided in section 10-33-41;

k. The affirmative vote of the majority of directors present is required for board

action as provided in section 10-33-42;

l. A committee:

(1) Must consist of one or more persons, who need not be directors, appointed

by the board as provided in section 10-33-44; and

(2) May create one or more subcommittees, each consisting of one or more

members of the committee and may delegate to the subcommittee any or all

of the authority of the committee as provided in subsection 7 of section

10-33-44;

m. Unless the articles or bylaws or a resolution adopted by the board, and not

inconsistent with the articles or bylaws, provides otherwise, the officers shall have

the duties provided in section 10-33-50;

n. The method provided in section 10-33-54 must be used for removal of officers;

o. If not prohibited by the board from doing so, officers may delegate some or all of

their duties and powers as provided in section 10-33-55;

p. A corporation does not have members as provided in section 10-33-57;

q. The board may determine the consideration required to admit members as

provided in section 10-33-57;

r. All members are entitled to vote and have equal rights and preferences in matters

as provided in section 10-33-57;

s. Memberships are nontransferable except as provided in section 10-33-59;

t. A corporation with voting members must hold a regular meeting of voting

members annually as provided in section 10-33-65;

u. If a specific minimum notice period has not been fixed by law, then at least five

days' notice is required for a meeting of members as provided in section

10-33-68;

v. The board may fix a date up to fifty days before the date of a members' meeting

as the date for determination of the members entitled to notice of and entitled to

vote at the meeting as provided in section 10-33-68;

w. Each member with voting rights has one vote as provided in section 10-33-71;

x. The affirmative vote of the majority of members with voting rights present and

entitled to vote is required for action of the members, unless this chapter or the

articles or bylaws require a greater vote or voting by class as provided in section

10-33-72;

y. Members with voting rights may take action at a meeting by voice or ballot, by

unanimous action without a meeting, by mailed ballot, or by electronic

communication as provided in section 10-33-72;

z. The number of members required for a quorum is ten percent of the members

entitled to vote as provided in section 10-33-76;

aa. The procedures provided in section 10-33-78 govern acceptance of member acts;

and

bb. Indemnification of certain persons is required as provided in section 10-33-84.

4. The following provisions relating to the management or regulation of the affairs of a

corporation may be included in the articles or, except for naming members of the first

board, in the bylaws:

a. The first board of directors may be named in the articles as provided in section

10-33-25;

b. Additional qualifications for directors may be imposed as provided in section

10-33-29;

c. Terms of directors may be staggered as provided in section 10-33-30;

d. The date, time, and place of board meetings may be fixed as provided in section

10-33-39;

e. Additional officers may be designated as provided in section 10-33-49;

f. Additional powers, rights, duties, and responsibilities may be given to officers as

provided in section 10-33-50;

g. A method for filling vacant offices may be specified as provided in section

10-33-54;

h. Membership criteria and procedures for admission may be established as

provided in section 10-33-57;

i. Membership terms may be fixed as provided in section 10-33-57;

j. A corporation may issue membership certificates or preferred or common shares

as the board deems appropriate as provided in section 10-33-58;

k. A corporation may levy dues, assessments, or fees on members as provided in

section 10-33-60;

l. A corporation may buy memberships as provided in section 10-33-63;

m. A corporation may have delegates with some or all the authority of members as

provided in section 10-33-64;

n. The date, time, and place of regular member meetings or the place of special

meetings may be fixed as provided in section 10-33-65;

o. Certain persons may be authorized to call special meetings of members as

provided in section 10-33-66;

p. Notices of special member meetings may be required to contain certain

information as provided in section 10-33-68;

q. A larger than majority vote may be required for member action as provided in

section 10-33-72;

r. Members with voting rights may vote by proxy as provided in section 10-33-77;

and

s. Members with voting rights may enter into voting agreements as provided in

section 10-33-79.

5. The articles may contain other provisions consistent with law relating to the

management or regulation of the affairs of the corporation.

6. It is not necessary to state the corporate powers granted by this chapter in the articles.

7. If there is a conflict between subsection 2, 3, or 4 and another section of this chapter,

then the other section controls.

8. Subsection 4 does not limit the right of the board, by resolution, to take an action that

the bylaws may authorize under this subsection without including the authorization in

the bylaws, unless the authorization is required to be in the bylaws by another

provision of this chapter.

9. Except for provisions included pursuant to subsection 1, any provision of the articles

may:

a. Be made dependent upon facts ascertainable outside the articles, but only if the

manner in which the facts operate upon the provision is clearly and expressly set

forth in the articles; and

b. Incorporate by reference some or all of the terms of any agreements, contracts,

or other arrangements entered into by the corporation, but only if the corporation

retains at its principal executive office a copy of the agreements, contracts, or

other arrangements or the portions incorporated by reference.
N.D. Cent. Code § 10-30.5-09 — ND Code / Title 10 / Chapter 10-30.5 / Section 10-30.5-09
10-30.5-09. Annual report
Status: in_force

10-30.5-09. Annual report

The corporation shall prepare and publish an annual report of its activities for the

information of the governor, the legislative assembly, and the public. The report must include

audited financial statements of the corporation for the fiscal year covered by the report and must

specify:

1. The investment strategy and workplan approved by the board of directors.

2. The total investments made annually by the corporation in North Dakota businesses.

3. An estimate of jobs created and jobs preserved by investments of the corporation in

North Dakota businesses.
N.D. Cent. Code § 10-15-45 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-45
10-15-45. Voluntary dissolution
Status: in_force

10-15-45. Voluntary dissolution

1. At any member meeting, whether or not a quorum is present, a cooperative may

dissolve if:

a. Notice that a resolution for dissolution will be considered and acted upon has

been given to all members and to all other persons entitled by the articles to vote

thereon.

b. Such resolution is adopted by members holding three-fourths of the member

votes cast thereon. The articles may permit stockholders to vote on the resolution

for dissolution.

2. When the resolution is adopted, either a committee designated by the resolution or the

board shall liquidate all assets and pay the net proceeds of such liquidation available

for distribution to all persons entitled to the same by law, the articles, and the bylaws.

3. Articles of dissolution shall be signed by a majority of directors or of committee

members and shall be sealed with the cooperative's seal, if any. They shall set forth:

a. The name of the cooperative.

b. The name and address of each director or committee member.

c. The date of adoption of the resolution of dissolution.

d. A statement that all liquidation activities have been completed.

4. The articles of dissolution shall be filed as provided in section 10-15-53, and thereupon

the existence of the cooperative ceases.
N.D. Cent. Code § 10-06.1-17.1 — ND Code / Title 10 / Chapter 10-06.1 / Section 10-06.1-17.1
10-06.1-17.1. Annual report - Authorized livestock farm corporations and authorized livestock farm limited liability companies - Contents - Filing requirements
Status: in_force

10-06.1-17.1. Annual report - Authorized livestock farm corporations and authorized

livestock farm limited liability companies - Contents - Filing requirements.

1. Except for the first annual report, the annual report of an authorized livestock farm

corporation or authorized livestock farm limited liability company must be delivered to

the secretary of state before April sixteenth of each year. The first annual report must

be delivered before April sixteenth in the year following the calendar year of the

effective date of the articles of incorporation, articles of organization, or certificate of

authority.

2. The annual report must be signed as defined in subsection 58 of section 10-19.1-01 if

an authorized livestock farm corporation and subsection 49 of section 10-32.1-02 if an

authorized livestock farm limited liability company and submitted on a form prescribed

by the secretary of state. If the authorized livestock farm corporation or authorized

livestock farm limited liability company is in the hands of a receiver or trustee, the

annual report must be signed on behalf of the authorized livestock farm corporation or

authorized livestock farm limited liability company by the receiver or trustee.

3. An annual report of the authorized livestock farm corporation or the authorized

livestock farm limited liability company must include the following information with

respect to the preceding calendar year:

a. The name of the authorized livestock farm corporation or authorized livestock

farm limited liability company.

b. The name of the registered agent of the authorized livestock farm corporation or

authorized livestock farm limited liability company as provided in chapter 10-01.1

and, if a noncommercial registered agent, the address of the registered office of

the authorized livestock farm corporation or authorized livestock farm limited

liability company in this state.

c. With respect to each authorized livestock farm corporation:

(1) A statement of the aggregate number of shares the authorized livestock

farm corporation has authority to issue, itemized by classes, par value of

shares, shares without par value, and series, if any, within a class.

(2) 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.

d. With respect to each authorized livestock farm limited liability company:

(1) A statement of the aggregate number of membership interests the

authorized livestock farm limited liability company has authority to issue,

itemized as designated under the operating agreement.

(2) A statement of the aggregate number of issued membership interests,

itemized as designated under the operating agreement.

e. With respect to each shareholder or member:

(1) The name and address of each;

(2) If a person other than an individual, the state of incorporation, organization,

or domicile;

(3) The number of shares or membership interests or percentage of shares or

membership interests of each;

(4) Each person's percentage of total shares entitled to vote, or membership

interests entitled to vote, and whether any voting agreement exists;

(5) Each person's percentage of total capital and financial interests;

(6) As to individuals, a statement of whether each is a citizen or permanent

resident alien of the United States;

(7) As to individuals, a statement of whether each will be actively engaged in

the business of farming or ranching; and

(8) As to a person other than an individual, a statement of whether the person,

and any controlling individual or organization of the person, is incorporated

or organized in the United States and one hundred percent of the stock or

interests is owned by citizens of the United States, permanent resident

aliens of the United States, or an authorized person under section

47-10.1-02.

f. With respect to management:

(1) If an authorized livestock farm corporation, the names and addresses of the

officers and members of the board of directors, and a statement whether

each is actively engaged in the operation of the corporation; or

(2) If an authorized livestock farm limited liability company, the names and

addresses of the managers and members of the board of governors, and a

statement whether each is actively engaged in the operation of the limited

liability company.

g. A statement that the authorized livestock farm corporation or authorized livestock

farm limited liability company does not own, lease, or hold any interest in more

than one hundred sixty acres [64.75 hectares] of farmland or ranchland.

h. A statement providing the farmland or ranchland description and listing the

acreage [hectarage] and location listed by section, township, range, and county of

all farmland or ranchland in which the authorized livestock farm corporation or

authorized livestock farm limited liability company has an ownership, leasehold,

or other interest.

i. A statement that no shareholders or members hold a direct or indirect interest in

other authorized livestock farm corporations or authorized livestock farm limited

liability companies that in combination with the corporation or limited liability

company own, lease, or hold any interest in more than six hundred forty acres

[259 hectares] of farmland or ranchland. The interest disclosed under this

subdivision does not include the number of acres [hectares] of farmland or

ranchland directly owned or leased by shareholders or members who are

individuals, farming or ranching corporations, farming or ranching limited liability

companies, or partnerships that meet the requirements of subsection 2 of section

10-06.1-02.

j. A statement that the authorized livestock farm corporation or authorized livestock

farm limited liability company does not engage in the production of crops or the

grazing of livestock on farmland or ranchland.

k. The first date of livestock operations.

l. A statement of the percentage of the annual average gross income of the

authorized livestock farm corporation or authorized livestock farm limited liability

company which has been derived from authorized livestock farm operations over

the previous five years or for each year of existence if less than five years.

m. A statement of the percentage of gross income of the authorized livestock farm

corporation or authorized livestock farm limited liability company derived from

nonfarm rent, nonfarm royalties, dividends, interest, and annuities during the

period covered by the report.

4. An authorized livestock farm corporation engaged in authorized livestock farm

operations that fails to file an annual report is subject to the penalties for failure to file

an annual report as provided in chapter 10-19.1, except the penalties must be

calculated from the date of the report required under this section.

5. An authorized livestock farm limited liability company engaged in authorized livestock

farm operations that fails to file an annual report is subject to the penalties for failure to

file an annual report as provided in chapter 10-32.1, except the penalties must be

calculated from the date of the report required under this section.
N.D. Cent. Code § 10-33-04 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-04
10-33-04. Purposes
Status: in_force

10-33-04. Purposes

1. Unless otherwise limited in its articles, a corporation has a general purpose of

engaging in any lawful nonprofit activity.

2. A corporation may be incorporated under this chapter for any lawful nonprofit purpose,

unless another statute requires incorporation under a different law. A corporation of

this type engaging in conduct that is regulated by another statute is subject to the

limitations of the other statute, except it may not:

a. Be formed for a purpose involving pecuniary gain to its members, other than to

members that are nonprofit organizations, subdivisions, units, or agencies of the

United States, a state, or a local government; or

b. Pay dividends or other pecuniary remuneration, directly or indirectly, to its

members, excluding members that are nonprofit organizations or subdivisions,

units, or agencies of the United States, a state, or a local government.
N.D. Cent. Code § 10-19.1-104.1 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-104.1
10-19.1-104.1. Conversion
Status: in_force

10-19.1-104.1. Conversion

1. An organization other than a corporation may convert to a corporation, and a

corporation may convert to another organization other than a general partnership as

provided in this section and sections 10-19.1-104.2 through 10-19.1-104.6 and a plan

of conversion, if:

a. The governing statute of the other organization authorizes the conversion;

b. The conversion is not prohibited by the law of the jurisdiction that enacted the

governing statute; and

c. The other organization complies with its governing statute in effecting the

conversion.

2. For the purposes of sections 10-19.1-104.1 through 10-19.1-104.6, unless the context

otherwise requires:

a. "Act of the board" means action by the board as provided in section 10-19.1-46

whether:

(1) At a meeting of the board as provided in section 10-19.1-43; or

(2) By a written action of the board as provided in section 10-19.1-47.

b. "Act of the governing body" means action by the governing body of any

organization, other than a domestic corporation, in the manner provided in the

governing statute.

c. "Act of the owners" means action by the owners of an organization, other than a

domestic corporation, in the manner provided in its governing statute.

d. "Act of the shareholders" means action by the shareholders as provided in

section 10-19.1-74 whether:

(1) At a meeting of the shareholders as provided in sections 10-19.1-71 and

10-19.1-72; or

(2) By a written action of the shareholders as provided in section 10-19.1-75.

e. "Certificate of creation" means:

(1) A certificate of incorporation, if the converted organization is a corporation

deemed to be incorporated under this chapter;

(2) A certificate of organization, if the converted organization is a limited liability

company deemed to be organized under chapter 10-32.1;

(3) A certificate of limited partnership, if the converted organization is a limited

partnership deemed to be formed under chapter 45-10.2;

(4) The filed registration of a limited liability partnership, if the converted

organization is a limited liability partnership deemed to be established under

chapter 45-22; or

(5) A certificate of limited liability limited partnership, if the converted

organization is a limited liability limited partnership deemed to be formed

under chapter 45-23.

f. "Date of origin" means the date on which:

(1) A corporation which is:

(a) The converting organization was incorporated; or

(b) The converted organization is deemed to be incorporated;

(2) A limited liability company which is:

(a) The converting organization was organized; or

(b) The converted organization is deemed to be organized;

(3) A general partnership that is the converting organization was formed;

(4) A limited partnership which is:

(a) The converting organization was formed; or

(b) The converted organization is deemed to be formed;

(5) A limited liability partnership which is:

(a) The converting organization was formed; or

(b) The converted organization is deemed to be formed; and

(6) A limited liability limited partnership which is:

(a) The converting organization was formed; or

(b) The converted organization is deemed to be formed.

g. "Filed registration" means the registration of a limited liability partnership which

has been filed with the secretary of state.

h. "General partnership" means an organization formed under chapters 45-13

through 45-21.

i. "Organizational records" means for an organization which is:

(1) A corporation, its articles of incorporation and bylaws;

(2) A limited liability company, its articles of organization, operating agreement

or bylaws, and any member-control agreement;

(3) A limited partnership, its partnership agreement;

(4) A limited liability partnership, its partnership agreement; or

(5) A limited liability limited partnership, its partnership agreement.
N.D. Cent. Code § 10-32.1-99 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-99
10-32.1-99. Uniformity of application and construction
Status: in_force

10-32.1-99. Uniformity of application and construction

In applying and construing this uniform Act, consideration must be given to the need to

promote uniformity of the law with respect to its subject matter among states that enact it.
N.D. Cent. Code § 10-33-114 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-114
10-33-114. Deposit with administrator of abandoned property of amount due certain persons - Appropriation
Status: in_force

10-33-114. Deposit with administrator of abandoned property of amount due certain

persons - Appropriation.

Upon dissolution of a corporation, the portion of the assets distributable to a person who is

unknown or cannot be found must be reduced to money and deposited with the administrator of

abandoned property for disposition pursuant to chapter 47-30.2. The amount deposited is

appropriated to the administrator of abandoned property and must be paid over to the person or

a legal representative, upon proof satisfactory to the administrator of abandoned property of a

right to payment.
N.D. Cent. Code § 10-30-11 — ND Code / Title 10 / Chapter 10-30 / Section 10-30-11
10-30-11. Deposit of funds - Loans
Status: in_force

10-30-11. Deposit of funds - Loans

The corporation shall not deposit any of its funds in any banking institution unless such

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

shall not receive money on deposit. No loans shall be made directly or indirectly to any officer of

the corporation or to any firm of which such officer is a member or officer.
N.D. Cent. Code § 10-35-27 — ND Code / Title 10 / Chapter 10-35 / Section 10-35-27
10-35-27. Liberal construction
Status: in_force

10-35-27. Liberal construction

The provisions of this chapter and of chapter 10-19.1 must be liberally construed to protect

and enhance the rights of shareholders in publicly traded corporations.
N.D. Cent. Code § 10-31-02.2 — ND Code / Title 10 / Chapter 10-31 / Section 10-31-02.2
10-31-02.2. Registration
Status: in_force

10-31-02.2. Registration

1. Two or more individuals may register a professional organization in the form of a

limited liability partnership or a foreign professional organization in the form of a

foreign limited liability partnership for the practice of a profession by filing the

registration required under section 45-22-03 with the secretary of state. The

registration must meet the requirements of chapter 45-22 and contain the following:

a. The profession to be practiced through the professional limited liability

partnership or foreign limited liability partnership; and

b. The names and residence addresses of all of the partners of the professional

limited liability partnership or foreign limited liability partnership who will practice

the profession in this state.

2. At the time the registration is filed with the secretary of state, the professional limited

liability partnership or foreign limited liability partnership also shall file:

a. A certificate from the regulating board of the profession involved that each of the

partners who will practice the profession in this state is licensed to practice the

profession in this state; or

b. If there is one or more minority owners, a certificate from the regulating board of

the profession of the limited liability partnership certifying that each of the

partners who will practice the profession in this state, if any, is licensed to practice

the profession in this state and a certificate from the limited liability partnership

identifying the minority owners and the express law authorizing minority

ownership.
N.D. Cent. Code § 10-19.1-149 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-149
10-19.1-149. Secretary of state - Certificates and certified copies to be received in evidence
Status: in_force

10-19.1-149. 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 corporations 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 § 10-33-140 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-140
10-33-140. Secretary of state - Fees and charges
Status: reserved

10-33-140. Secretary of state - Fees and charges

1. The secretary of state shall charge and collect for:

a. Filing articles of incorporation and issuing a certificate of incorporation, forty

dollars.

b. Filing articles of amendment, twenty dollars.

c. Filing statement of correction, twenty dollars.

d. Filing restated articles of incorporation, thirty dollars.

e. Filing articles of merger or consolidation and issuing a certificate of merger or

consolidation, fifty dollars.

f. Filing an intent to dissolve, ten dollars.

g. Filing articles of dissolution, twenty dollars.

h. Filing a statement of change of address of registered office or change of

registered agent, or both, the fee provided in section 10-01.1-03.

i. Filing an application to reserve a corporate name, ten dollars.

j. Filing a notice of transfer of a reserved corporate name, ten dollars.

k. Filing a cancellation of reserved corporate name, ten dollars.

l. Filing a consent to use a name, ten dollars.

m. Filing an application of a foreign corporation for a certificate of authority to

conduct affairs in this state and issuing a certificate of authority, fifty dollars.

n. Filing an application of a foreign corporation for an amended certificate of

authority, forty dollars.

o. Filing a certified statement of merger of a foreign corporation holding a certificate

of authority to conduct activities in this state, fifty dollars.

p. Filing an application for withdrawal of a foreign corporation and issuing a

certificate of withdrawal, twenty dollars.

q. Filing an annual report of a domestic or foreign corporation, ten dollars.

(1) The secretary of state shall charge and collect additional fees for late filing

of the annual report:

(a) After the date provided in subsection 3 of section 10-33-139, five

dollars; and

(b) After the dissolution of a corporation, or the revocation of the

certificate of authority of a foreign corporation, the reinstatement fee of

forty dollars.

(2) Fees paid to the secretary of state according to this subdivision are not

refundable if an annual report submitted to the secretary of state cannot be

filed because it lacks information required by section 10-33-139, or the

annual report lacks sufficient payment as required by this subdivision.

r. Submitting any record for approval before the actual time of submission for filing,

one-half of the fee provided in this subsection for filing the record.

s. Filing any other statement of a domestic or foreign corporation, ten dollars.

2. The secretary of state shall charge and collect:

a. For furnishing a certified copy of any record, instrument, or paper relating to a

corporation, the fee provided in section 54-09-04 for copying a record and fifteen

dollars for the certificate and affixing the seal to the certificate.

b. At the time of any service of process on the secretary of state as resident agent

of a corporation, twenty-five dollars, which may be recovered as taxable costs by

the party to the claim for relief causing the service to be made if that party

prevails in the suit or action.
N.D. Cent. Code § 10-31-06 — ND Code / Title 10 / Chapter 10-31 / Section 10-31-06
10-31-06. Executives and owners
Status: in_force

10-31-06. Executives and owners

1. An individual may not simultaneously be an executive or owner of more than one

professional organization rendering the same professional service.

2. A professional organization in the form of a corporation which has only one

shareholder need have only one director, who must be the shareholder. That individual

also shall serve as the president and treasurer of the corporation. The other officers of

the corporation need not be licensed or otherwise legally authorized in the same field

of endeavor as the president.

3. A retired individual may not continue as an executive or owner of a professional

organization.
N.D. Cent. Code § 10-19.1-113 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-113
10-19.1-113. Articles of dissolution - Certificate of dissolution - Effect
Status: repealed

10-19.1-113. Articles of dissolution - Certificate of dissolution - Effect

Repealed by S.L. 1993, ch. 54, § 107.
N.D. Cent. Code § 10-33-134 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-134
10-33-134. Foreign corporation - Revocation of certificate of authority
Status: repealed

10-33-134. Foreign corporation - Revocation of certificate of authority

Repealed by S.L. 2015, ch. 86, § 24.
N.D. Cent. Code § 10-32.1-03 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-03
10-32.1-03. Legal recognition of electronic records and electronic signatures
Status: in_force

10-32.1-03. Legal recognition of electronic records and electronic signatures

For purposes of this chapter:

1. A record or signature may not be denied legal effect or enforceability solely because it

is in electronic form;

2. A contract may not be denied legal effect or enforceability solely because an electronic

record was used in its formation;

3. If a provision requires a record to be in writing, then an electronic record satisfies the

requirement; and

4. If a provision requires a signature, then an electronic signature satisfies the

requirement.
N.D. Cent. Code § 10-19.1-61 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-61
10-19.1-61. Authorized shares
Status: in_force

10-19.1-61. Authorized shares

1. Subject to any restrictions in the articles, a corporation may issue securities and rights

to purchase securities only when authorized by the board.

2. All shares of a corporation:

a. Must be of one class and one series, unless the articles establish or authorize the

board to establish more than one class or series;

b. Must be common shares entitled to vote and have equal rights and preferences in

all matters not otherwise provided for by the board, unless and to the extent the

articles have created nonvoting shares or have fixed the relative rights and

preferences of different classes and series; and

c. Must have, unless a different par value is specified in the articles, a par value of

one cent per share.

3. Subject to any restrictions in the articles, the power granted in subsection 2 may be

exercised by a resolution approved by the directors as required under section

10-19.1-46 establishing a class or series, setting forth the designation of the class or

series, and fixing the relative rights and preferences of the class or series.

4. A statement executed by an officer setting forth the name of the corporation and the

text of the resolution and certifying the adoption of the resolution and the date of

adoption must be filed with the secretary of state, together with the fees provided

under section 10-19.1-147, before the issuance of any shares for which the resolution

creates rights or preferences not set forth in the articles. The resolution is effective

when the statement is filed with the secretary of state unless the statement specifies a

later effective date within thirty days of filing the statement with the secretary of state.

5. Without limiting the authority granted under this section, a corporation may issue

shares of a class or series which:

a. Are subject to the right of the corporation to redeem any of those shares at the

price fixed for the shares' redemption by the articles or by the board;

b. Entitle the shareholders to cumulative, partially cumulative, or noncumulative

distributions;

c. Have preference over any class or series of shares for the payment of

distributions of any or all kinds;

d. Convert into shares of any other class or any series of the same or another class;

or

e. Have full, partial, or no voting rights, except as provided under section

10-19.1-20.
N.D. Cent. Code § 10-19.1-129 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-129
10-19.1-129. Service of process on corporation, foreign corporation, and nonresident directors
Status: in_force

10-19.1-129. Service of process on corporation, foreign corporation, and nonresident

directors.

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

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

10-01.1-13.
N.D. Cent. Code § 10-35-24 — ND Code / Title 10 / Chapter 10-35 / Section 10-35-24
10-35-24. Minimum share ownership triggering level for poison pills
Status: in_force

10-35-24. Minimum share ownership triggering level for poison pills

A poison pill adopted, created, or issued by a publicly traded corporation, with or without the

approval of its shareholders, may not provide that beneficial ownership or announcement of an

intention to seek beneficial ownership by a person or group of persons of shares equal to less

than twenty percent of the total number of outstanding shares of all classes and series of shares

of the corporation will result, either immediately or after the passage of a period of time, in:

1. A distribution or distribution date for rights certificates or other securities as defined in

subdivision d of subsection 5 of section 10-35-02;

2. The person or group of persons becoming what is commonly referred to as an

"acquiring person" or "adverse person" or otherwise having the status of a person

intended to be diluted or subject to dilution by the poison pill;

3. What is commonly referred to as a "flip-in" or "flip-over" event or the poison pill

otherwise being triggered or becoming operative; or

4. The poison pill otherwise having a dilutive, discriminatory, or other adverse effect on

the person or group of persons.
N.D. Cent. Code § 10-33-28 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-28
10-33-28. Number of directors
Status: in_force

10-33-28. Number of directors

With respect to the number of directors:

1. The board must consist of three or more directors, with the number specified in or

fixed in accordance with the articles or bylaws. However, if the corporation has either

one or two members with voting rights, the number of directors may be less than three

but not less than the number of members with voting rights.

2. The number of directors may be increased or, subject to sections 10-33-36 and

10-33-37, decreased at any time by amendment to or in the manner provided in the

articles or bylaws.

3. Notwithstanding section 10-33-38, if the power to elect or appoint directors is vested in

the board of directors and if the number of directors falls below three, or such greater

minimum number set forth in the articles or bylaws, then a majority of the directors in

office may appoint or elect the number of additional directors necessary to increase

the board to three directors or such greater minimum set forth in the articles or bylaws.
N.D. Cent. Code § 10-33-125 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-125
10-33-125. Foreign corporation - Governing law
Status: in_force

10-33-125. Foreign corporation - Governing law

1. Subject to the constitution of this state, the laws of the jurisdiction under which a

foreign corporation is incorporated govern its incorporation and internal affairs. Nothing

in this chapter authorizes this state to regulate the incorporation or internal affairs of a

foreign corporation.

2. A foreign corporation may not be denied a certificate of authority to conduct activities

in this state by reason of any difference between those laws and the laws of this state.

3. A foreign corporation holding a valid certificate of authority in this state has no greater

rights and privileges than a corporation. The certificate of authority does not authorize

the foreign corporation to exercise any of its powers or purposes that a corporation is

forbidden by law to exercise in this state.
N.D. Cent. Code § 10-30-12 — ND Code / Title 10 / Chapter 10-30 / Section 10-30-12
10-30-12. Loans - Investment by applicant
Status: in_force

10-30-12. Loans - Investment by applicant

Any person, firm, or limited liability company who applies for a loan or obtains money from

the development corporation shall be required to invest in the stock of the corporation in an

amount to be fixed by the board of directors of not less than two percent nor more than five

percent of the funds obtained. The requirement of this section may be waived by a majority vote

of the board of directors for unusual circumstances or when a loan or obligation is insured or

guaranteed in whole or in part by the state or federal government or any agency of either. The

board may provide for repurchase of a borrower's stock when the loan has been repaid in full.
N.D. Cent. Code § 10-06.1-09 — ND Code / Title 10 / Chapter 10-06.1 / Section 10-06.1-09
10-06.1-09. Certain nonprofit organizations or trusts may own or lease land - Certain nonprofit organizations may continue farming or ranching - Restriction on acquisition and ownership of land
Status: in_force

10-06.1-09. Certain nonprofit organizations or trusts may own or lease land - Certain

nonprofit organizations may continue farming or ranching - Restriction on acquisition

and ownership of land.

1. A nonprofit organization or a trust for the benefit of an individual or a class of

individuals related within the degrees of kinship specified in subsection 2 of section

10-06.1-12 may own or lease farmland or ranchland if that land is leased to a person

who farms or ranches the land as a sole proprietorship or partnership, or a farming or

ranching corporation or a farming or ranching limited liability company.

2. To the extent farming or ranching is essential to a nonprofit organization's charitable

purposes, a nonprofit organization actively engaged in the business of farming or

ranching in this state on January 1, 1983, may continue to engage in the business of

farming or ranching without interruption after January 1, 1983.

3. A nonprofit organization that owned farmland or ranchland for the preservation of

unique historical, archaeological, or environmental land before January 1, 1983, may

continue ownership of that land without interruption after January 1, 1983. An

organization that is holding land for scenic preservation shall either prohibit all hunting,

or if any parcel of the land is open to hunting, it must be open to hunting by the general

public.
N.D. Cent. Code § 10-33-93 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-93
10-33-93. Merger of corporation conducting activities as a hospital with a corporation organized for profit - Retention of property tax status
Status: in_force

10-33-93. Merger of corporation conducting activities as a hospital with a corporation

organized for profit - Retention of property tax status.

Notwithstanding any provision of chapter 10-19.1 and this chapter, a corporation conducting

activities as a hospital may merge with a corporation incorporated for profit and form a

corporation incorporated under this chapter.

1. Notwithstanding chapter 57-02 or any other provision of law, any interest in property of

corporations merging under this section retains the same property tax status after the

merger as it had in the taxable year before the merger.

2. Notwithstanding chapter 57-39.2 or 57-40.2 or any other provision of law, the sale,

purchase, or use of any property by a corporation merging under this section retains

the same status under the sales and use tax laws after the merger as it would have

had before the merger.
N.D. Cent. Code § 10-13-04 — ND Code / Title 10 / Chapter 10-13 / Section 10-13-04
10-13-04. Members of electric cooperatives
Status: in_force

10-13-04. Members of electric cooperatives

All persons who are not receiving central station service and who reside in rural areas

proposed to be served by a cooperative organized under this chapter shall be eligible to

membership in the cooperative. No person other than the incorporators shall be, become, or

remain a member of a cooperative unless such person shall use or agree to use electrical

energy or the facilities, supplies, equipment, and services furnished by a cooperative.

"Rural area" means any area not included within the boundaries of an incorporated city

having a population in excess of two thousand five hundred inhabitants at the time a corporation

or cooperative commences to operate electric facilities or to furnish electric energy in such an

area, and includes both the farm and nonfarm population thereof. No change thereafter in the

population of a rural area, as defined herein, regardless of the reason for such change, shall

operate to affect in any way its status as a rural area for the purposes of this chapter.

An electric cooperative organized under this chapter may become a member of another

such electric cooperative and may avail itself fully of the facilities and services thereof.
N.D. Cent. Code § 10-19.1-122 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-122
10-19.1-122. Filing decree
Status: in_force

10-19.1-122. 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 § 10-33-40 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-40
10-33-40. Absent directors
Status: in_force

10-33-40. Absent directors

If the articles or bylaws so provide, a director may give advance written consent or

opposition to a proposal to be acted on at a board meeting. If the director is not present at the

meeting, consent or opposition to a proposal does not constitute presence for purposes of

determining the existence of a quorum, but consent or opposition must be counted as the vote

of a director present at the meeting in favor of or against the proposal and must be entered in

the minutes or other record of action at the meeting, if the proposal acted on at the meeting is

substantially the same or has substantially the same effect as the proposal to which the director

has consented or objected.
N.D. Cent. Code § 10-04-03 — ND Code / Title 10 / Chapter 10-04 / Section 10-04-03
10-04-03. Administration of chapter
Status: reserved

10-04-03. Administration of chapter

1. a. It is the duty of the commissioner to administer this chapter.

b. The commissioner may employ such employees as are necessary for the

administration of this chapter. In the absence of the commissioner, the deputy or

designee of the commissioner may administer this chapter as acting

commissioner.

c. The commissioner may not:

(1) Own or control any security required to be registered under this chapter or

any security that is exempt based on the approval of the department; or

(2) Be an officer, director, or employee of any broker-dealer, agent, investment

adviser, or investment adviser representative required to be registered

under this chapter, or of a federal covered adviser required to be notice-filed

under this chapter.

2. The commissioner may:

a. Administer oaths in, and prescribe forms for, all matters arising under this

chapter; and

b. Adopt, amend, and rescind such rules, forms, and orders as are necessary under

this chapter, including rules and forms governing registration statements,

applications and reports, and defining any terms, whether or not used in this

chapter, if the definitions are consistent with this chapter.

3. The commissioner shall cooperate with the administrators of the securities laws of

other states and of the United States with a view toward achieving maximum

uniformity in the interpretation of like provisions of the laws administered by them and

in the forms which are required to be filed under such law.

4. a. A special fund is established in the state treasury and designated as the investor

education and technology fund. The commissioner may deposit the following

moneys into the investor education and technology fund:

(1) Payments for tuition or other costs associated with educational services or

materials provided by the department.

(2) Grants or donations for the purpose of investor education received by the

commissioner from any public or private source.

(3) Civil penalties assessed by the commissioner under the Securities Act of

1951, if the commissioner finds the violations or alleged violations

underlying the assessment of civil penalties:

(a) Involve repeat violations, involve numerous investors, or appear to

have been perpetrated on a systematic basis; and

(b) Could have been prevented or significantly curtailed had the individual

investors involved in the matter been more knowledgeable about

financial concepts in general, or about any specific laws, practices, or

procedures relating to the securities industry.

b. The commissioner shall maintain and administer the investor education and

technology fund. The moneys in the fund are appropriated to provide education

services to the public relating to any of the financial services industries, including

the securities industry, and to provide for the technology needs of the department,

including the purchase or rental of equipment or software, servicing of the

equipment or software, and training the commissioner's staff in the use of the

equipment or software.

5. A special fund is established in the state treasury and designated as the securities

special fund. All fees, civil penalties, or other moneys collected under this chapter must

be deposited in the securities special fund, except funds permitted to be deposited into

the investor education and technology fund under subsection 4 or civil penalties

collected from enforcement actions for the purpose of distribution to aggrieved

investors, which may be deposited in the investor restitution fund. Funds in the

investor restitution fund are appropriated to the commissioner on a continuing basis for

distribution to aggrieved investors.

a. The moneys deposited in the securities special fund are reserved for use by the

commissioner to defray the expenses of the department in the discharge of

administrative and regulatory powers and duties of the department under this

chapter. Deposits under this subdivision are subject to the applicable laws

relating to the appropriations of state funds and to the deposit and expenditure of

state moneys. The commissioner is responsible for the proper expenditure of

these moneys as provided by law.

b. Except as otherwise provided by law, after the fiscal year has been closed and all

expenses relating to the fiscal year have been accounted for, the office of

management and budget shall transfer any balance remaining in the securities

special fund that exceeds one million dollars to the general fund.

6. The commissioner may honor requests from interested persons for the issuance of a

statement or opinion concerning the applicability of this chapter or the rules adopted

under this chapter to any transaction or proposed transaction that may be subject to

this chapter. Any such request must be accompanied by a nonrefundable fee of one

hundred fifty dollars.
N.D. Cent. Code § 10-19.1-03 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-03
10-19.1-03. Election prior to mandatory application
Status: repealed

10-19.1-03. Election prior to mandatory application

Repealed by S.L. 1999, ch. 50, § 79.