N.D. Cent. Code § 10-04-06 — ND Code / Title 10 / Chapter 10-04 / Section 10-04-06
10-04-06. Exempt transactions
Status: in_force

10-04-06. Exempt transactions

Except as hereinafter in this section expressly provided, sections 10-04-04, 10-04-07.1,

10-04-07.2, 10-04-08, 10-04-08.4, and 10-04-10 do not apply to any of the following

transactions:

1. A transaction by an executor, administrator of an estate, sheriff, marshal, receiver,

guardian, conservator, or trustee in bankruptcy.

2. The sale, in good faith and not for the purpose of avoiding the provisions of this

chapter, by a pledgee of securities pledged for a bona fide debt.

3. An isolated sale of any security made by or on behalf of a bona fide owner for the

owner's account, such owner not being an issuer, underwriter, broker-dealer, or agent

and such sale not being made in the course of repeated and successive transactions

of a like character. This subsection shall not exempt any broker-dealer or agent

participating in an isolated sale from registering in accordance with section 10-04-10.

4. A transaction by an issuer for:

a. Securities dividends or other distributions by a corporation, cooperative, limited

partnership, limited liability limited partnership, or limited liability company out of

its earnings or surplus; or

b. The sale or distribution of additional capital stock of a corporation or cooperative,

interest of a partnership, or membership interest of a limited liability company to

or among its own stockholders, partners, or members.

5. A sale or offer to sell to:

a. An institutional investor;

b. A federal covered investment adviser; or

c. Any other person exempted by rule adopted or order issued by the commissioner.

6. Any transaction incident to a vote by stockholders, partners, or members pursuant to

the articles of incorporation, bylaws, partnership agreement, articles of organization,

member-control agreement, or the applicable corporation, partnership, or limited

liability company statute on a merger, consolidation, exchange of securities, or sale of

corporate, partnership, or limited liability company assets in consideration of the

issuance of securities of another corporation, partnership, or limited liability company,

other reorganization to which the issuer, or its parent or subsidiary and the other

person or its parent or subsidiary, are parties, or any transaction incident to a judicially

approved reorganization in which a security is issued in exchange for one or more

outstanding securities, claims, or property interests, or partly in such exchange and

partly for cash, or the solicitation of tenders of securities by an offeror in a tender offer

in compliance with rule 162 adopted under the Securities Act of 1933.

7. A transaction under an offer to existing securityholders of the issuer, including persons

that at the date of the transaction are holders of convertible securities, options, or

warrants, if a commission or other remuneration, other than a standby commission, is

not paid or given, directly or indirectly, for soliciting a securityholder in this state.

8. A nonissuer transaction by or through a broker-dealer and agent, both of which are

registered or exempt from registration under this chapter, or a resale transaction by a

sponsor of a unit investment trust registered under the Investment Company Act of

1940, in a security of a class that has been outstanding in the hands of the public for at

least ninety days, if, at the date of the transaction:

a. The issuer of the security is engaged in business, the issuer is not in the

organizational stage or in bankruptcy or receivership, and the issuer is not a

blank check, blind pool, or shell company that has no specific business plan or

purpose or has indicated that its primary business plan is to engage in a merger

or combination of the business with, or an acquisition of, an unidentified person;

b. Such securities are sold at prices reasonably related to the current market price;

c. Such securities do not constitute the whole or part of an unsold allotment to, or

subscription or participation by, the broker-dealer as an underwriter of the security

or a redistribution;

d. Such securities are listed in Mergent's Industrial Manual, Mergent's Bank and

Finance Manual, Mergent's Transportation Manual, Mergent's Public Utility

Manual, or Fitch investor service, incorporated, are on the OTCQX or OTCQB

markets operated by OTC Markets Group Incorporated, or are filed under

section 13 or 15(d) of the Securities Exchange Act of 1934 [ch. 404, title I, sec. 1;

48 Stat. 881; 15 U.S.C. 78 et seq.]; and

e. Any one of the following requirements is met:

(1) The issuer of the security has a class of equity securities listed on a national

securities exchange registered under section 6 of the Securities Exchange

Act of 1934 or designated for trading on the national association of

securities dealers automated quotation system;

(2) The issuer of the security is a unit investment trust registered under the

Investment Company Act of 1940;

(3) The issuer of the security, including its predecessors, has been engaged in

continuous business for at least three years; or

(4) The issuer of the security has total assets of at least two million dollars

based on an audited balance sheet as of a date within eighteen months

before the date of the transaction or, in the case of a reorganization or

merger when the parties to the reorganization or merger each had the

audited balance sheet, a pro forma balance sheet for the combined

organization.

9. a. Any transaction pursuant to an offer directed by the offeror to not more than

thirty-five persons, other than those designated in subsection 5, in this state

during any period of twelve consecutive months, whether or not the offeror or any

of the offerees is then present in this state, if all of the following conditions are

met:

(1) The seller reasonably believes that all the buyers in this state, other than

those designated in subsection 5, are purchasing for investment.

(2) Except for offers or sales with respect to persons designated in

subsection 5, no security may be offered or sold under this subdivision

except through or by a broker-dealer and agent registered in accordance

with section 10-04-10, unless it is offered and sold through an officer,

director, governor, or partner of the issuer and no commission or other

remuneration is paid, either directly or indirectly.

(3) The offeror applies for and obtains the written approval of the commissioner

prior to making any offers in this state and pays a nonrefundable filing fee of

one hundred fifty dollars, which fee must accompany the application for

approval.

The commissioner may, as to any security or transaction or any type of security

or transaction, withdraw or further condition this exemption, or increase or

decrease the number of offerees permitted, or waive the condition in paragraph 1.

b. Any offer or sale in this state of common stock, preferred stock, limited liability

company membership interests, or limited partnership interests of an issuer

during any period of twelve consecutive months if all of the following conditions

are met:

(1) The issuer reasonably believes that all the buyers in this state, other than

those designated in subsection 5, are purchasing for investment.

(2) Except with respect to offers and sales made to persons designated in

subsection 5, no security may be sold under this subdivision except through

or by a broker-dealer and agent registered in accordance with section

10-04-10, unless it is offered and sold through an officer, director, governor,

or partner of the issuer and no commission or other remuneration is paid,

either directly or indirectly.

(3) The issuer is both organized under the laws of this state and has its

principal place of business in this state.

(4) No public advertising matter or general solicitation, except tombstone

advertisements approved by the commissioner, is used in connection with

any offers or sales.

(5) An offering disclosure document in the form approved by the commissioner

must be delivered to each offeree prior to the sale of the security.

(6) The gross proceeds of the offering may not exceed five million dollars.

(7) The issuer must apply for and obtain the written approval of the

commissioner prior to making any offer or sale in this state by filing an

application prescribed by the commissioner, a copy of the offering disclosure

document, and any other information or documents the commissioner may

require, together with a nonrefundable filing fee of one hundred fifty dollars.

(8) All funds raised in the offering are placed in an escrow account until the total

offering amount has been sold.

The commissioner may withdraw or further condition this exemption or waive the

conditions in paragraphs 5 and 6.

c. The issuer must file a report of all offers and sales made in this state pursuant to

subdivision a or b on a form prescribed by the commissioner within thirty days

after the completion of the offering or expiration of the twelve-month approval

period, whichever occurs first.

d. The exemptions provided under subdivisions a and b may not be combined.

e. An exemption under this subsection is not available for the securities of any

issuer if the issuer or any promoter, officer, director, manager, partner, or

underwriter of the issuer:

(1) Has filed a registration statement that is the subject of a currently effective

registration stop order entered pursuant to any federal or state securities law

within five years prior to the filing of the application required under this

exemption.

(2) Has been convicted within five years prior to the filing of the application

required under this exemption of any felony or misdemeanor in connection

with the offer, purchase, or sale of any security or any felony involving fraud

or deceit, including forgery, embezzlement, obtaining money under false

pretenses, larceny, or conspiracy to defraud.

(3) Is currently subject to any state administrative enforcement order or

judgment entered by any state securities administrator or the securities and

exchange commission within five years prior to the filing of the application

required under this exemption or is subject to any federal or state

administrative enforcement order or judgment in which fraud or deceit,

including making untrue statements of material facts, was found and the

order of judgment was entered within five years prior to the filing of the

application required under this exemption.

(4) Is subject to any federal or state administrative enforcement order or

judgment which prohibits, denies, or revokes the use of any exemption from

registration in connection with the offer, purchase, or sale of securities.

(5) Is currently subject to any order, judgment, or decree of any court of

competent jurisdiction temporarily or preliminarily restraining or enjoining, or

is subject to any order, judgment, or decree of any court of competent

jurisdiction, permanently restraining or enjoining, such part from engaging in

or continuing any conduct or practice in connection with the purchase or

sale of a security or involving the making of any false filing with any state or

with the securities and exchange commission entered within five years prior

to the filing of the application required under this exemption.

(6) Has been or is the subject of any order issued by the United States postal

service that was entered within five years prior to reliance on this exemption

and alleged any fraudulent or unlawful conduct.

f. Subdivision e does not apply if the commissioner determines, upon a showing of

good cause, that it is not necessary under the circumstances that the exemption

should not be denied.

10. The sale of capital stock of a corporation or membership interests of a limited liability

company if the corporation or limited liability company is organized under the statutes

of this state or the sale of memberships, including dues, in a nonprofit corporation

incorporated in North Dakota if the corporation or limited liability company is organized

and operated for the primary purpose of promoting community development.

11. Any security issued in connection with an employees' stock purchase, savings, option,

profit-sharing, pension, or similar employees' benefit plan, including any securities,

plan interests, and guarantees issued under a compensatory benefit plan or

compensation contract, contained in a record, established by the issuer, its parents, its

majority-owned subsidiaries, or the majority-owned subsidiaries of the issuer's parent

for the participation of their employees, including offers or sales of such securities to:

a. Directors; general partners; trustees, if the issuer is a business trust; officers;

consultants; and advisers;

b. Family members who acquire such securities from those persons through gifts or

domestic relations orders;

c. Former employees, directors, general partners, trustees, officers, consultants,

and advisers if those individuals were employed by or providing services to the

issuer when the securities were offered; and

d. Insurance agents who are exclusive insurance agents of the issuer, or the

issuer's subsidiaries or parents, or who derive more than fifty percent of their

annual income from those organizations.

12. The sale of a security issued by the United States, or the state of North Dakota, or any

political subdivision or instrumentality of the state of North Dakota; provided, that the

offer for sale and sale are made by an official or employee of the issuer or of the Bank

of North Dakota acting in an official capacity and not for personal pecuniary profit, or

by a bank or similar financial association or institution or an official or employee thereof

solely as an accommodation to customers of such association or institution and

without asking or receiving a commission or remuneration other than an

accommodation fee not to exceed one hundred dollars in connection with the

transaction.

13. Any offer or sale of shares of capital stock issued by a professional corporation,

professional limited liability company, or professional limited liability partnership which

is organized and operated pursuant to chapter 10-31.

14. The offer or sale of a security issued by North Dakota united dues credit trust to

members of North Dakota united.

15. a. An offer, but not a sale, of a security made by or on behalf of an issuer for the

sole purpose of soliciting an indication of interest in receiving a prospectus or

similar disclosure document for the security if all of the following conditions are

satisfied:

(1) The issuer is or will be a business entity organized under the laws of one of

the states or possessions of the United States or one of the provinces or

territories of Canada; is engaged in or proposes to engage in a business

other than petroleum exploration or production, mining, or other extractive

industries; and is not a blind pool offering or other offering for which the

specific business or properties cannot now be described.

(2) The issuer may solicit indications of interest in a project or business only

within a period of twelve months after receiving approval from the

commissioner and does not pay a commission or fee to any person for

soliciting a potential investor or prospective purchaser in this state unless

the person who receives the commission or fee is registered as a

broker-dealer or agent in this state.

(3) The issuer intends to register securities in this state, rely upon subsection 8

of section 10-04-05 for the issuance of a security, or receive approval for an

exemption under subsection 5 of section 10-04-05 or subsection 9 of this

section.

(4) The issuer files a solicitation of interest form and copies of any advertising

or marketing materials, including scripts for use in telephone, television,

electronic, or computer publications, for approval by the commissioner at

least ten business days before the issuer begins soliciting indications of

interest from potential purchasers and at least ten business days before

publishing or distributing any materials or information to any person.

(5) The issuer obtains approval of the commissioner for any amendments or

changes in filed forms, marketing materials, or advertisements at least ten

business days before distributing the amended marketing materials or

amended advertising information to any person.

(6) The issuer does not use any solicitation of interest form, script,

advertisement, or other material which the issuer has been notified by the

commissioner not to distribute, to solicit indications of interest.

(7) Except for scripted broadcasts and published notices, the issuer does not

communicate with any offeree about the contemplated offering unless the

offeree is provided with the most current solicitation of interest form at or

before the time of the communication or within five days from the

communication.

(8) The issuer stops all communications with prospective investors made in

reliance on this exemption immediately after filing an application to register

or qualify the securities with the commissioner or with the securities and

exchange commission.

(9) The issuer does not accept money or sign completed contracts for sales of

securities with any person while soliciting indications of interest and does

not complete any sales of securities until at least ten business days after

completing a securities registration or approval to offer and sell securities in

this state.

(10) The issuer does not make a sale until three days after delivery to the

purchaser of a prospectus or similar disclosure document.

(11) The issuer does not know, and in the exercise of reasonable care could not

know, that the issuer or any officer, director, manager, ten percent

shareholder, promoter, partner, or agent of the issuer:

(a) Has been the subject of or filed a registration statement that is the

subject of a stop order, administrative enforcement order, judgment,

injunction, or restraining order issued by any federal or state securities

agency, any court of competent jurisdiction, or the United States

postal service and which prohibits, denies, or revokes the registration

or use of any exemption from registration in connection with the offer,

sale, or purchase of a security, franchise, commodity, or other financial

transaction or which involves fraud, deceit, misstatements of material

facts, forgery, embezzlement, obtaining money under false pretenses,

larceny, conspiracy to defraud, or similar deceptive acts within five

years prior to the filing of the solicitation of interest form; or

(b) Has been convicted of any felony or misdemeanor involving the offer,

purchase, or sale of a security, franchise, commodity, or financial

transaction, or any felony or misdemeanor involving fraud, deceit,

forgery, embezzlement, conspiracy to defraud, or a similar financial

crime.

The prohibitions listed above shall not apply if the person subject to the

disqualification is duly licensed or registered to conduct securities-related

business in the state in which the administrative order or judgment was

entered against such person or if the broker-dealer employing such party is

licensed or registered in this state and the form B-D filed with this state

discloses the order, conviction, judgment, or decree relating to such person.

A person disqualified under this subsection may not act in a capacity other

than that for which the person is licensed or registered. Any disqualification

caused by this section is automatically waived if the agency, which created

the basis for disqualification, determines upon a showing of good cause that

it is not necessary under the circumstances that the exemption be denied.

b. The issuer shall comply with the requirements set forth below. Failure to comply

will not result in the loss of the exemption from the requirements of section

10-04-04, but is a violation of this chapter, is actionable by the commissioner

under section 10-04-16, and constitutes grounds for denying or revoking the

exemption as to a specific security or transaction.

(1) Any published notice must contain at least the identity of the chief executive

officer of the issuer, a brief and general description of its business and

products, and the following legends:

(a) NO MONEY OR OTHER CONSIDERATION IS BEING SOLICITED

AND NONE WILL BE ACCEPTED;

(b) NO SALES OF THE SECURITIES WILL BE MADE OR

COMMITMENT TO PURCHASE ACCEPTED UNTIL DELIVERY OF A

PROSPECTUS OR SIMILAR DISCLOSURE DOCUMENT THAT

INCLUDES COMPLETE INFORMATION ABOUT THE ISSUER AND

THE OFFERING;

(c) AN INDICATION OF INTEREST MADE BY A PROSPECTIVE

INVESTOR INVOLVES NO OBLIGATION OR COMMITMENT OF

ANY KIND; and

(d) THIS OFFER IS BEING MADE PURSUANT TO AN EXEMPTION

FROM REGISTRATION UNDER THE FEDERAL AND STATE

SECURITIES LAWS. NO SALE MAY BE MADE UNTIL THE

OFFERING STATEMENT IS QUALIFIED BY THE SECURITIES AND

EXCHANGE COMMISSION AND IS REGISTERED OR APPROVED

IN THIS STATE.

(2) Any script for broadcast must contain at least the identity of the chief

executive of the issuer, a brief description of its business and products, its

address and telephone number, and the following legends:

(a) THIS IS FOR AN INDICATION OF INTEREST ONLY AND INVOLVES

NO OBLIGATION OR COMMITMENT OF ANY KIND UPON A

PROSPECTIVE INVESTOR;

(b) NO MONEY OR OTHER CONSIDERATION IS BEING SOLICITED;

and

(c) THIS OFFER IS MADE PURSUANT TO AN EXEMPTION FROM

REGISTRATION UNDER FEDERAL AND STATE SECURITIES

LAWS.

c. Offers made on reliance of this exemption will not result in a violation of section

10-04-04 by virtue of being integrated with subsequent offers or sales of

securities unless such subsequent offers and sales would be integrated under

federal securities laws.

16. An offer or sale of common stock, limited liability company membership interests, or

limited partnership interests by a person to a person or other subscribers, not

exceeding ten in number, for the sole purpose of organization in this state, if the

securities are not acquired for the purpose of resale to others for a period of twelve

months, advertising has not been published or circulated in connection with the offer or

sale, and all sales are consummated within ten days after the date of organization.

17. Any offer or sale of a security by an issuer in a transaction provided all of the following

conditions are met:

a. Sales of securities may be made only to persons who are, or the issuer

reasonably believes are, accredited investors as defined in 17 CFR 230.501(a)

promulgated by the securities and exchange commission.

b. The exemption is not available to an issuer that is in the development stage that

either has no specific business plan or purpose or has indicated that its business

plan is to engage in a merger or acquisition with an unidentified company or

companies, or other entity or person.

c. The issuer reasonably believes that all purchasers are purchasing for investment

and not with the view to, or for, sale in connection with a distribution of the

security. Any resale of a security sold in reliance of this exemption within twelve

months of sale must be presumed to be with a view to distribution and not for

investment, except a resale pursuant to a registration statement effective under

section 10-04-04 or to an accredited investor pursuant to an exemption available

under subsection 5.

d. (1) The exemption is not available to an issuer if the issuer, any of the issuer's

predecessors, any affiliated issuer, any of the issuer's directors, officers,

general partners, beneficial owners of ten percent or more of any class of its

equity securities, any of the issuer's promoters presently connected with the

issuer in any capacity, any underwriter of the securities to be offered, or any

partner, director, or officer of such underwriter:

(a) Within the last five years, has filed a registration statement that is the

subject of a currently effective registration stop order entered by any

state securities administrator or the securities and exchange

commission;

(b) Within the last five years, has been convicted of any criminal offense

in connection with the offer, purchase, or sale of any security, or

involving fraud or deceit;

(c) Is currently subject to any state or federal administrative enforcement

order or judgment, entered within the last five years, finding fraud or

deceit in connection with the purchase or sale of any security; or

(d) Is currently subject to any order, judgment, or decree of any court of

competent jurisdiction, entered within the last five years, temporarily,

preliminarily, or permanently restraining or enjoining such party from

engaging in or continuing to engage in any conduct or practice

involving fraud or deceit in connection with the purchase or sale of any

security.

(2) Paragraph 1 does not apply if:

(a) The party subject to the disqualification is licensed or registered to

conduct securities-related business in the state in which the order,

judgment, or decree creating the disqualification was entered against

such party;

(b) Before the first offer under this exemption, the state securities

administrator, or the court or regulatory authority that entered the

order, judgment, or decree, waives the disqualification; or

(c) The issuer establishes that it did not know and in the exercise of

reasonable care, based on a factual inquiry, could not have known

that a disqualification existed under this subdivision.

e. (1) A general announcement of the proposed offering may be made by any

means.

(2) The general announcement must include only the following information,

unless additional information is specifically permitted by the commissioner:

(a) The name, address, and telephone number of the issuer of the

securities;

(b) The name, a brief description, and price, if known, of any security to

be issued;

(c) A brief description of the business of the issuer in twenty-five words or

less;

(d) The type, number, and aggregate amount of securities being offered;

(e) The name, address, and telephone number of the person to contact

for additional information; and

(f) A statement that:

[1] Sales will only be made to accredited investors;

[2] No money or other consideration is being solicited or will be

accepted by way of this general announcement; and

[3] The securities have not been registered with or approved by any

state securities agency or the securities and exchange

commission and are being offered and sold pursuant to an

exemption from registration.

f. The issuer, in connection with an offer, may provide information in addition to the

general announcement under subdivision e, if such information:

(1) Is delivered through an electronic database that is restricted to persons who

have been prequalified as accredited investors; or

(2) Is delivered after the issuer reasonably believes that the prospective

purchaser is an accredited investor.

g. Telephone solicitation is not permitted unless prior to placing the call, the issuer

reasonably believes that the prospective purchaser to be solicited is an

accredited investor.

h. Dissemination of the general announcement of the proposed offering to persons

who are not accredited investors does not disqualify the issuer from claiming the

exemption.

i. The issuer shall file with the department a notice of transaction, a consent to

service of process, a copy of the general announcement, and a nonrefundable

filing fee of one hundred dollars within fifteen days after the first sale in this state.

In the event the filing is not made within fifteen days after the first sale in this

state, the filing fee is two hundred fifty dollars.

j. The security offered or sold under this subsection is offered or sold by a

broker-dealer and agent registered in accordance with section 10-04-10, or

offered and sold through an officer, director, governor, or partner of the issuer and

no commission or other remuneration is paid.

18. The offer or sale of a security issued by an organization organized under and operated

in compliance with chapter 10-06.1.

19. Any offer or sale of an agricultural-related cooperative security by or on behalf of an

agricultural producer, as defined by section 32-44-01, to a person for the purpose of

producing and selling agricultural products, as defined by section 32-44-01, to the

cooperative. Commissions or other remuneration may not be paid or given directly or

indirectly for soliciting any prospective buyer in this state, except to a broker-dealer or

agent registered in this state, to an agent of a bank or a commercial trust department,

to a licensed real estate agent, or to a licensed auctioneer if the sale is made at a

bona fide public auction.

20. A transaction in a note, bond, debenture, or other evidence of indebtedness secured

by a mortgage or other security agreement if:

a. The note, bond, debenture, or other evidence of indebtedness is offered and sold

with the mortgage or other security agreement as a unit;

b. A general solicitation or general advertisement of the transaction is not made; and

c. A commission or other remuneration is not paid or given, directly or indirectly, to a

person not registered under this chapter as a broker-dealer or as an agent.

21. A nonissuer transaction by a federal covered investment adviser with investments

under management in excess of one hundred million dollars acting in the exercise of

discretionary authority in a signed record for the account of others.
N.D. Cent. Code § 10-19.1-130 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-130
10-19.1-130. State interested - Proceedings
Status: in_force

10-19.1-130. State interested - Proceedings

If it appears at any stage of a proceeding in a court in this state that the state is, or is likely

to be, interested therein, or that it is a matter of general public interest, the court shall order that

a copy of the complaint or petition be served upon the attorney general in the same manner

prescribed for serving a summons in a civil action. The attorney general shall intervene in a

proceeding when the attorney general determines that the public interest requires it, whether or

not the attorney general has been served.
N.D. Cent. Code § 10-33-141.1 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-141.1
10-33-141.1. Delivery to and filing of records by secretary of state and effective date
Status: in_force

10-33-141.1. 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 that 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 10-33-139, 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 the 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 § 10-33-95 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-95
10-33-95. Certain assets not to be diverted
Status: in_force

10-33-95. Certain assets not to be diverted

If a corporation dissolves, merges, substantially changes the use or purposes for which the

corporation will use corporate assets, consolidates, transfers corporate assets, or grants a

mortgage or other security interest in corporate assets, assets of the corporation or a

constituent corporation and assets subsequently received by a single corporation after a merger

or consolidation may not be diverted from the uses and purposes for which the assets were

received and held or from the uses and purposes expressed or intended by the original donor.
N.D. Cent. Code § 10-04-08.1 — ND Code / Title 10 / Chapter 10-04 / Section 10-04-08.1
10-04-08.1. Authority of commissioner
Status: in_force

10-04-08.1. Authority of commissioner

1. The right to sell securities in this state shall not be granted in any case when it

appears to the commissioner that the sale of such securities would work a fraud or

deception on purchasers or the public, or that the proposed disposal of the securities

is on unfair terms, or if the proposed plan of business of the applicant appears to be

unfair, unjust, or inequitable. When the commissioner deems it necessary the

commissioner has power, in connection with pending applications and at the expense

of the applicant, to require the applicant to furnish additional information, to order

appraisals, audits, or other examinations and reports, and, when the applicant is the

issuer of the securities, or the proposed sale is to be on behalf of the issuer, to make

an investigation of the books, records, property, business, and affairs of such issuer.

2. Upon compliance with all the provisions of this chapter relating to applications for

approval or registration by announcement, coordination, or qualification and the

requirements of the commissioner, the commissioner shall either approve or register

such securities or if the commissioner is of the opinion that sale of the securities would

be contrary to the provisions of this section, the commissioner shall deny the

application. The commissioner has power to place such conditions, limitations, and

restrictions on any approval or registration as may be necessary to carry out the

purposes of this chapter. Registration or approval must be by entry in the register of

securities, which entry must show the securities approved or registered and for whom

approved or registered, and the conditions, limitations, and restrictions, if any, or shall

make proper reference to a formal order of the commissioner on file showing such

conditions, limitations, and restrictions. Included among any other reasonable

conditions, limitations, and restrictions which the commissioner may deem necessary

are the following:

a. The commissioner may by rule, order, or directive require that any security issued

or to be issued to a promoter for a consideration different from the public offering

price, or to any person for a consideration other than cash, be deposited in

escrow with the commissioner or some other depository satisfactory to the

commissioner under an escrow agreement that the owners of such securities

shall not be entitled to sell or transfer such securities or to withdraw such

securities from escrow until all other stockholders who have paid for their stock in

cash shall have been paid a dividend or dividends aggregating not less than six

percent of the initial offering price shown to the satisfaction of the commissioner

to have been held actually earned on the investment in any common stock as

held. In case of dissolution or insolvency during the time such securities are held

in escrow, the owners of such securities shall not participate in the assets until

after the owners of all other securities have been paid in full.

b. The commissioner may by rule, order, or directive require that all the proceeds

from the sale of the approved or registered security be impounded until the issuer

receives a specified amount of funds, which amount shall be determined by the

commissioner.

c. The commissioner may refuse to allow the granting of any stock options to any

person, but if such an option is allowed, the commissioner may prescribe that the

price at which the option can be exercised shall be increased each year in which

it is not exercised in an amount to be determined by the commissioner and that

the option shall lapse altogether after a specified period to be set by the

commissioner.

d. If any stock is given for past services or consideration, the commissioner may

require that the issuer submit to the commissioner a strict and comprehensive

evaluation of such past services or consideration and may limit the amount of

stock so given in order that it is commensurate with the value of the past services

and in no case shall the commissioner allow stock to be given for future services.

e. The commissioner may limit the price at which the securities, either of par or no

par value, may be sold, and if such securities are quoted by a recognized

quotation list, such price shall be limited to an amount not unreasonably in excess

of the amount quoted.

f. The commissioner may by rule, order, or directive limit compensation, and all

other expenses paid or incurred, directly or indirectly, in connection with the

organization, approval, registration, or sale of securities, to an amount not in

excess of compensation paid or expenses incurred in connection with the

organization, approval, registration, or sale of similar securities.

g. If more than one class of stock is issued and one class of stock is issued for the

purpose of giving preference as to dividends, the commissioner may require that

a greater consideration, commensurate with the value of the dividend preference,

be paid per share for such stock.

h. The commissioner may by rule, order, or directive require that any security

approved or registered be sold only on a specified form of subscription or sale

contract, and that a signed or conformed copy of each contract be filed with the

commissioner or preserved by the corporation, partnership, or limited liability

company for any period up to three years specified in the rule, order, or directive.

i. So long as the approval or registration is effective, the commissioner may by rule

or order require the person who filed for approval or registration to file reports, not

more often than quarterly, to provide reasonably current information upon the

matters contained in the application or registration statement, and to disclose the

progress of the offering.

j. The commissioner has the authority to disapprove an application for approval or

registration of any security when it is established that one or more of the

promoters are not of good business reputation or character.

3. The provisions of this section do not apply to a federal covered security.
N.D. Cent. Code § 10-32.1-80 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-80
10-32.1-80. Foreign limited liability company - Conversion of a foreign limited liability authorized to transact business in this state
Status: in_force

10-32.1-80. Foreign limited liability company - Conversion of a foreign limited liability

authorized to transact business in this state.

If a foreign limited liability company authorized to transact business in this state converts to

another organization permitted by its governing statute, then 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 § 10-32.1-63 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-63
10-32.1-63. Plan approval and amendment
Status: in_force

10-32.1-63. Plan approval and amendment

1. If the converting organization is a limited liability company, then:

a. A resolution containing or amending the plan of conversion must be approved by

an act of the board of the converting limited liability company and must then be

approved by an act of its members.

(1) In the action by the members, a class or series of membership interests is

entitled to vote as a class or series on the approval or amendment of the

plan.

(2) Any amendment of the plan is subject to any contractual rights.

b. If the resolution containing or amending the plan of conversion is approved by the

members:

(1) At a member meeting, then:

(a) Written notice must be given to every member of the converting

limited liability company, whether or not entitled to vote at the meeting,

not less than fourteen days nor more than fifty days before the

meeting, in the manner provided in subsection 34 of section

10-32.1-02.

(b) The written notice must state that a purpose of the meeting is to

consider the proposed plan of conversion or an amendment to it.

(c) A copy or short description of the plan of conversion or the

amendment to it must be included in or enclosed with the notice.

(2) By a written action of the members, then a copy or short description of the

plan of conversion or the amendment to it must be included in or attached to

the written action.

2. If the converting organization is not a limited liability company, then the approval and

amendment of the plan of conversion must comply with its governing statute in

effecting the conversion.
N.D. Cent. Code § 10-15-01.1 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-01.1
10-15-01.1. Legal recognition of electronic records and electronic signatures
Status: in_force

10-15-01.1. Legal recognition of electronic records and electronic signatures

1. For purposes of this chapter:

a. A record or signature may not be denied legal effect or enforceability solely

because it is in electronic form;

b. A contract may not be denied legal effect or enforceability solely because an

electronic record was used in its formation;

c. If a provision requires a record to be in writing, then an electronic record satisfies

the requirement; and

d. If a provision requires a signature, then an electronic signature satisfies the

requirement.

2. The provisions of this chapter relating to electronic records or electronic transactions

do not limit or supersede any provision of chapter 9-16.
N.D. Cent. Code § 10-06.1-15.2 — ND Code / Title 10 / Chapter 10-06.1 / Section 10-06.1-15.2
10-06.1-15.2. Initial report - Authorized livestock farm corporation shareholder and authorized livestock farm limited liability company member requirements
Status: in_force

10-06.1-15.2. Initial report - Authorized livestock farm corporation shareholder and

authorized livestock farm limited liability company member requirements.

1. Every authorized livestock farm corporation or authorized livestock farm limited liability

company shall file an initial report with its articles of incorporation, articles of

organization, or certificate of authority. The report must be signed by the incorporators

or organizers, or in the case of a certificate of authority, an authorized person, and

must contain the following:

a. The name of the authorized livestock farm corporation or authorized livestock

farm limited liability company.

b. 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

in the United States and one hundred percent of the stock or interests is

owned by citizens of the United States, permanent aliens of the United

States, or an authorized person under section 47-10.1-02.

c. 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 will be 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, members of the board of governors, and

members authorized under a statement of authority, and a statement

whether each will be actively engaged in the operation of the limited liability

company.

d. 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.

e. If the purchase or lease of farmland or ranchland is final at the time of the initial

report, a statement 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. If the purchase or lease of

farmland or ranchland is not final at the time of the initial report, a statement that

there is a bona fide and imminent intent and a plan to purchase or lease farmland

or ranchland.

f. 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. An interest disclosed under this

subdivision does not include the number of acres of farmland or ranchland

directly owned or leased by shareholders or members that 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.

g. A statement that at least sixty-five percent of the gross income of the authorized

livestock farm corporation or authorized livestock farm limited liability company

will be derived from authorized livestock farm operations, and that twenty percent

or less of the gross income of the corporation or limited liability company will be

from nonfarm rent, nonfarm royalties, dividends, interest, and annuities.

h. A statement that the authorized livestock farm corporation or authorized livestock

farm limited liability company will not engage in the production of crops or the

grazing of livestock on farmland or ranchland.

i. If the authorized livestock farm corporation facility or authorized livestock farm

limited liability company facility is not operational, a statement as to the planned

date of the commencement of facility operations.

2. An authorized livestock farm corporation or authorized livestock farm limited liability

company may not commence farming or ranching in this state until the secretary of

state has received and filed the initial report required by this section and the articles of

incorporation, articles of organization, or certificate of authority.

3. The authorized livestock farm corporation or authorized livestock farm limited liability

company shall furnish to the official county newspaper of each county in which it has

an interest in farmland or ranchland a legal notice reporting the following:

a. The name of the authorized livestock farm corporation or authorized livestock

farm limited liability company and its shareholders or members as listed in the

initial report.

b. A statement that the authorized livestock farm corporation or authorized livestock

farm limited liability company has reported that it holds an interest in farmland or

ranchland in the county, the use of the land, and that a description of that land is

available for inspection at the office of the secretary of state.

c. A statement that each of the shareholders of the authorized livestock farm

corporation or members of the authorized livestock farm limited liability company

do not hold a direct or indirect interest in authorized livestock farm corporations or

authorized livestock farm limited liability companies that in aggregate, own, lease,

or otherwise hold an interest in more than six hundred forty acres [259 hectares]

of farmland or ranchland. An interest disclosed under this subdivision does not

include the number of acres of farmland or ranchland directly owned or leased by

shareholders or members that 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.
N.D. Cent. Code § 10-30-04 — ND Code / Title 10 / Chapter 10-30 / Section 10-30-04
10-30-04. Powers of investment corporations
Status: in_force

10-30-04. Powers of investment corporations

In furtherance of the purposes for which such corporation is organized, and in addition to

the powers conferred by the general laws relating to business corporations, any such

corporation shall, subject to the restrictions and limitations herein contained, have the power to:

1. Borrow money and otherwise incur indebtedness for any of the purposes of the

corporation; to issue its bonds, debentures, notes, or other evidences of indebtedness,

whether secured or unsecured, therefor and to secure the same by mortgage, pledge,

deed of trust, or other lien on its property, franchises, rights, and privileges of every

kind and nature or any part thereof.

2. Lend money to, and to guarantee, endorse, or act as surety on the bonds, notes,

contracts, or other obligations of, or otherwise assist financially, any person, firm,

corporation, limited liability company, or association, and to establish and regulate the

terms and conditions with respect to any such loans or financial assistance and the

charges for interest and service connected therewith.

3. Purchase, receive, hold, lease, or otherwise acquire, and to sell, convey, mortgage,

lease, pledge, or otherwise dispose of, upon such terms and conditions as the board

of directors may deem advisable, real and personal property, together with such rights

and privileges as may be incidental and appurtenant thereto and the use thereof,

including any real or personal property acquired by the corporation from time to time in

the satisfaction of debts or enforcement of obligations.

4. Acquire, by purchase or otherwise, the goodwill, business, rights, real and personal

property, and other assets, or any part thereof, of such persons, firms, corporations,

limited liability companies, joint-stock companies, associations, or trusts as may be in

furtherance of the corporate purposes provided herein, and to assume, undertake,

guarantee, or pay the obligations, debts, and liabilities of any such person, firm,

corporation, limited liability company, joint-stock company, association, or trust; to

acquire improved or unimproved real estate for the purpose of constructing industrial

plants or other business establishments thereon or for the purpose of disposing of

such real estate to others for the construction of industrial plants or other business

establishments and, in furtherance of the corporate purposes provided herein, to

acquire, construct, or reconstruct, alter, repair, maintain, operate, sell, lease, or

otherwise dispose of industrial plants or business establishments.

5. Acquire, subscribe for, own, hold, sell, assign, transfer, mortgage, pledge, or otherwise

dispose of the stock, shares, membership interests, bonds, debentures, notes, or other

securities and evidences of interest in, or indebtedness of, any person, firm,

corporation, limited liability company, joint-stock company, association, or trust, and,

while the owner or holder thereof, to exercise all the rights, powers, and privileges of

ownership, including the right to vote thereon.

6. Cooperate with and avail itself of the facilities of the department of commerce division

of economic development and finance and any other similar governmental agencies;

and to cooperate with and assist, and otherwise encourage, local organizations in the

various communities of the state the purpose of which are the promotion, assistance,

and development of the business prosperity and economic welfare of such

communities and of this state.
N.D. Cent. Code § 10-19.1-75.2 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-75.2
10-19.1-75.2. Remote communications for shareholder meetings
Status: in_force

10-19.1-75.2. Remote communications for shareholder meetings

1. This section shall be construed and applied to:

a. Facilitate remote communication consistent with other applicable law; and

b. Be consistent with reasonable practices concerning remote communication and

with the continued expansion of those practices.

2. To the extent authorized in the articles or the bylaws and determined by the board:

a. A meeting of the shareholders may be held solely by any combination of means

of remote communication through which the participants may participate in the

meeting:

(1) If notice of the meeting is given to every holder of shares entitled to vote as

would be required by this chapter for a meeting; and

(2) If the number of shares held by the shareholders participating in the meeting

would be sufficient to constitute a quorum at a meeting.

b. A shareholder not physically present in person or by proxy at a regular or special

meeting of shareholders may participate by means of remote communication in a

meeting of shareholders held at a designated place.

3. In any meeting of shareholders held solely by means of remote communication under

subdivision a of subsection 2 or in any meeting of shareholders held at a designated

place in which one or more shareholders participate by means of remote

communication under subdivision b of subsection 2:

a. The corporation shall implement reasonable measures to:

(1) Verify that each person deemed present and entitled to vote at the meeting

by means of remote communication is a shareholder; and

(2) Provide each shareholder participating by means of remote communication

with a reasonable opportunity to participate in the meeting, including an

opportunity to:

(a) Read or hear the proceedings of the meeting substantially

concurrently with those proceedings;

(b) If allowed by the procedures governing the meeting, have the

shareholder's remarks heard or read by other participants in the

meeting substantially concurrently with the making of those remarks;

and

(c) If otherwise entitled, vote on matters submitted to the shareholders.

b. Participation in a meeting by this means constitutes presence at the meeting in

person or by proxy if all of the requirements of section 10-19.1-76.2 are met.

4. With respect to notice to shareholders:

a. Any notice to shareholders given by the corporation under any provision of this

chapter, the articles, or the bylaws by a form of electronic communication

consented to by the shareholder to whom the notice is given is effective when

given. The notice is deemed given:

(1) If by facsimile communication, when directed to a telephone number at

which the shareholder has consented to receive notice;

(2) If by electronic mail, when directed to an electronic mail address at which

the shareholder has consented to receive notice;

(3) If by a posting on an electronic network on which the shareholder has

consented to receive notice, together with separate notice to the

shareholder of the specific posting, upon the later of:

(a) The posting; or

(b) The giving of the separate notice; or

(4) If by any other form of electronic communication by which the shareholder

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

b. An affidavit of the secretary, other authorized officer, or authorized agent of the

corporation, that the notice has been given by a form of electronic communication

is, in the absence of fraud, prima facie evidence of the facts stated in the affidavit.

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

given in writing or by authenticated electronic communication. The corporation is

entitled to rely on any consent so given until revoked by the shareholder.

However, no revocation affects the validity of any notice given before receipt by

the corporation of revocation of the consent.

5. Any ballot, vote, authorization, or consent submitted by electronic communication

under this chapter may be revoked by the shareholder submitting the ballot, vote,

authorization, or consent so long as the revocation is received by an officer of the

corporation at or before the meeting or before an action without a meeting is effective

according to section 10-19.1-75.

6. Waiver of notice by a shareholder of a meeting by means of authenticated electronic

communication may be given in the manner provided in subsection 4 of section
N.D. Cent. Code § 10-19.1-80 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-80
10-19.1-80. Proxies
Status: repealed

10-19.1-80. Proxies

Repealed by S.L. 1997, ch. 103, § 248.
N.D. Cent. Code § 10-30.5-02 — ND Code / Title 10 / Chapter 10-30.5 / Section 10-30.5-02
10-30.5-02. Purpose and fund uses
Status: in_force

10-30.5-02. Purpose and fund uses

1. It is the purpose of this chapter to create a statewide nonprofit development

corporation that will have the authority to take equity positions in, to provide loans to,

to form a management and operations entity related to the beyond visual line of sight

uncrewed aircraft system program under section 54-60-29.1, and to use other

innovative financing mechanisms to provide capital for new or expanding businesses

in this state, or relocating businesses to this state. The corporation's principal mission

is the development and expansion of primary sector business in this state. The

corporation may form additional corporations, limited liability companies, partnerships,

and joint ventures related to the beyond visual line of sight uncrewed aircraft system

program under section 54-60-29.1, or other forms of business associations in order to

further its mission of primary sector economic development.

2. The exclusive focus of this corporation is business development in this state; however,

it is not excluded from participation with other states or organizations in projects that

have a clear economic benefit to state residents in the creation of jobs or secondary

business. Emphasis should be to develop jobs that provide an income adequate to

support a family above the poverty level.

3. Moneys in the development fund may be used to provide working capital or for

financing the purchase of fixed assets but not to refinance existing debt. Moneys may

also be used to make matching grants to county-authorized or city-authorized

development corporations for the acquisition, leasing, or remodeling of real estate

facilities for locating a prospective new primary sector business. A grant must be made

as part of a package of financing in which the state is a participant.

4. The commissioner of commerce shall adopt rules, subject to the approval of the board

of directors, necessary to implement the administration of the fund. The rules to

implement the grant program must be developed to encourage local fundraising

initiatives for developing locations for businesses financed by the corporation.

5. Moneys in the development fund may be used to provide financing to early childhood

facilities licensed under chapter 50-11.1. Moneys also may be used to make grants or

loans to match grants or loans made by county-authorized or city-authorized

development corporations, job development authorities created under chapter 11-11.1

or 40-57.4, and regional planning councils for acquiring, leasing, or remodeling of real

estate facilities or for acquiring equipment for establishing or expanding a licensed

early childhood facility. In providing financing under this subsection, the corporation

shall ensure funds are distributed fairly among for-profit early childhood facilities,

nonprofit early childhood facilities, and public early childhood facilities. An award under

this subsection may not exceed one million dollars per award.
N.D. Cent. Code § 10-04-11 — ND Code / Title 10 / Chapter 10-04 / Section 10-04-11
10-04-11. Suspension or revocation of broker-dealer's, agent's, investment adviser's, and investment adviser representative's registration
Status: in_force

10-04-11. Suspension or revocation of broker-dealer's, agent's, investment adviser's,

and investment adviser representative's registration.

1. The commissioner may censure, place limitations on the activities of, suspend for a

period not exceeding twelve months, or revoke the registration of any broker-dealer,

agent, investment adviser, or investment adviser representative or any partner, officer,

or director, any person occupying a similar status or performing similar functions, or

any person directly or indirectly controlling the broker-dealer or investment adviser if,

after a hearing or opportunity for hearing as provided in section 10-04-12, the

commissioner finds that such registered broker-dealer, agent, investment adviser, or

investment adviser representative:

a. Has violated or failed to comply with any provisions of this chapter or any order or

rule of the commissioner under this chapter;

b. Is, in the case of a broker-dealer or investment adviser, insolvent;

c. Has engaged in dishonest, fraudulent, or unethical practices in the securities

business;

d. Conducts business in purchasing or selling securities at such variations from

current market prices as, in light of all the circumstances, are unconscionable or

unfair to the purchasing public, or if such variance, including commissions on

sales, unreasonably exceeds the price quoted by a recognized national quotation

list as prescribed by the commissioner;

e. Has failed to file with the department any financial record required pursuant to

section 10-04-10.3, or has refused to permit or has otherwise impeded an

examination into the person's affairs as provided by section 10-04-10.3 and

subsection 3;

f. Has filed an application for registration which, as of its effective date or as of any

date after filing in the case of an order denying effectiveness, was incomplete in

any material respect or contained any statement which was, in light of the

circumstances under which it was made, false or misleading with respect to any

material fact;

g. Has been convicted of an offense determined by the commissioner to have a

direct bearing upon a person's ability to serve the public as a broker-dealer,

agent, investment adviser, or investment adviser representative, or the

commissioner finds that a person, following conviction of any offense, is not

sufficiently rehabilitated under section 12.1-33-02.1;

h. Is permanently or temporarily enjoined by any court of competent jurisdiction from

engaging in or continuing any conduct or practice involving any aspect of the

securities business;

i. Is the subject of an order of the commissioner denying, suspending, or revoking

registration as a broker-dealer, agent, investment adviser, or investment adviser

representative;

j. Is the subject of an order entered by the securities administrator of any other

state or by the securities and exchange commission denying or revoking

registration as a broker-dealer, agent, investment adviser, or investment adviser

representative, or the substantial equivalent of those terms as defined in this

chapter, or is the subject of an order suspending or expelling membership in or

association with a member of a self-regulatory organization registered under the

Securities Exchange Act of 1934, the Commodity Exchange Act, or the

Investment Advisers Act of 1940; or is the subject of a United States post-office

fraud order;

k. Has, in connection with the offer, sale, or purchase of any security, directly or

indirectly, effected a series of transactions creating actual or apparent active

trading in any security, or to raise or depress the price of a security, for the

purpose of inducing the purchase or sale of the security;

l. Is not qualified on the basis of such factors as training, experience, and

knowledge of the securities business;

m. Has failed reasonably to supervise the person's agents if the person is a

broker-dealer or the person's employees or investment adviser representatives if

the person is an investment adviser; or

n. Is the subject of an order entered by the insurance administrator of any state

denying or revoking registration as an insurance producer, consultant, or the

substantial equivalent of those terms as defined in section 26.1-26-02.

It is a violation for any person to engage in any conduct described in subdivisions a, c,

d, e, f, and k and any administrative rules promulgated under any of those

subdivisions, if the activities occurred in this state, or with respect to a resident of this

state, or has caused or could have caused harm to investors in this state.

2. It is sufficient cause for revocation of registration of a broker-dealer or investment

adviser as provided in this section, in case of a partnership, corporation, limited liability

company, or any unincorporated association, if any member of a partnership or any

officer or director of the corporation or association or any manager or governor of a

limited liability company has been guilty of any act or omission which would be

sufficient grounds for revoking the registration of an individual broker-dealer or

investment adviser.

3. If the commissioner has reasonable grounds to believe that the registration of any

registered broker-dealer, agent, investment adviser, or investment adviser

representative should be censured, suspended, or revoked upon any grounds

specified in this section, the commissioner or the commissioner's agent may conduct

an examination into the affairs of any such registered broker-dealer, agent, investment

adviser, or investment adviser representative. In making any such examination, the

commissioner or the commissioner's agent shall have access to and may compel the

production of all the books and papers of a registered broker-dealer, agent, investment

adviser, or investment adviser representative, and may administer oaths to and

examine the officers and employees of such broker-dealer or investment adviser as to

the broker-dealer's or investment adviser's business and affairs.

4. If the commissioner makes written findings of fact to support the conclusion that

grounds exist pursuant to subsection 1 for the commissioner to suspend or revoke any

registration, the commissioner may by order summarily suspend registration pending

final determination of any proceeding under this section. Upon the entry of the

summary order, the commissioner shall promptly notify the applicant, as well as the

employer or prospective employer if the applicant is an agent or investment adviser

representative, that it has been entered and the reasons. The person subject to the

order, if desiring a hearing, must make a written request for a hearing to the

commissioner within fifteen days after receipt of the notice. Within fifteen days after

receipt by the commissioner of a written request, the matter will be set for hearing to

determine if the order should be modified, vacated, or extended pending a final

determination. If a hearing is not requested and none is ordered by the commissioner,

the order will remain in effect until modified or vacated by the commissioner.

5. If the commissioner finds, after affording a registered broker-dealer, a registered agent,

a registered investment adviser, or a registered investment adviser representative a

hearing or opportunity for hearing as provided in section 10-04-12, that there are

grounds to censure, suspend, or revoke the registration of such broker-dealer, agent,

investment adviser, or investment adviser representative, the commissioner may enter

an order in the register of broker-dealers, agents, investment advisers, and investment

adviser representatives censuring, suspending, or revoking the registration of such

broker-dealer, agent, investment adviser, or investment adviser representative. Such

order shall state specifically the grounds for its issuance. A copy of such order shall be

sent by registered mail to the broker-dealer, agent, investment adviser, or investment

adviser representative whose registration is censured, suspended, or revoked thereby

at the person's business address and, if the censure, suspension, or revocation is of

the registration of an agent or investment adviser representative, to the registered

broker-dealer or registered investment adviser who employs such person. Suspension

or revocation of the registration of a broker-dealer shall also suspend or revoke the

registration of all of the broker-dealer's agents. Suspension or revocation of the

registration of an investment adviser also suspends or revokes the registration of all of

the investment adviser's investment adviser representatives. Suspension or revocation

of the registration of an agent or investment adviser representative solely because of

employment by a broker-dealer or investment adviser whose registration was

suspended or revoked shall not prejudice subsequent applications for registration by

such person.

6. No action may be brought under this section by the commissioner after ten years from

the date of the alleged violation.
N.D. Cent. Code § 10-33-05 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-05
10-33-05. Incorporators
Status: in_force

10-33-05. Incorporators

One or more individuals age eighteen or more may act as incorporators of a corporation by

filing with the secretary of state articles of incorporation for the corporation.
N.D. Cent. Code § 10-30.5-06 — ND Code / Title 10 / Chapter 10-30.5 / Section 10-30.5-06
10-30.5-06. Divestiture
Status: in_force

10-30.5-06. Divestiture

The board of directors shall establish a policy for divesting the corporation's interest in any

business when certain levels of profitability are obtained.
N.D. Cent. Code § 10-06.1-15 — ND Code / Title 10 / Chapter 10-06.1 / Section 10-06.1-15
10-06.1-15. Initial report - Farming or ranching corporation shareholder and farming or ranching limited liability member requirements
Status: in_force

10-06.1-15. Initial report - Farming or ranching corporation shareholder and farming

or ranching limited liability member requirements.

1. Every farming or ranching corporation or farming or ranching limited liability company

shall file an initial report with its articles of incorporation, articles of organization, or

certificate of authority. The report must be signed by the incorporators or organizers or,

in the case of a certificate of authority, an authorized person, and must contain the

following:

a. The name of the farming or ranching corporation or farming or ranching limited

liability company.

b. With respect to each shareholder or member:

(1) The name and address of each, including the names and addresses and

relationships of trusts and estates that own shares or membership interests;

(2) The number of shares or membership interests or percentage of shares or

membership interests owned by each;

(3) The relationship of each;

(4) A statement of whether each is a citizen or permanent resident alien of the

United States; and

(5) A statement of whether each will be actively engaged in operating the farm

or ranch.

c. With respect to management:

(1) If a farming or ranching corporation, the names and addresses of the

officers and members of the board of directors; or

(2) If a farming or ranching limited liability company, the names and addresses

of the managers, members authorized under a statement of authority, and

members of the board of governors.

d. If the purchase or lease of farmland or ranchland is final at the time of the initial

report, a statement listing the acreage [hectarage] and location listed by section,

township, range, and county of all farmland or ranchland owned or leased by the

farming or ranching corporation or farming or ranching limited liability company. If

the purchase or lease of farmland or ranchland is not yet final at the time of the

initial report, a statement that there is a bona fide and imminent intent and a plan

to purchase or lease farmland or ranchland.

e. A statement that at least sixty-five percent of the gross income of the farming or

ranching corporation or farming or ranching limited liability company will be

derived from engaging in the business of farming or ranching, and that twenty

percent or less of the gross income of the corporation or limited liability company

will be from nonfarm rent, nonfarm royalties, dividends, interest, and annuities.

2. A farming or ranching corporation or a farming or ranching limited liability company

may not commence farming or ranching in this state until the secretary of state has

received and filed the articles of incorporation, articles of organization, or certificate of

authority, and the initial report required under this section.

3. The farming or ranching corporation or farming or ranching limited liability company

shall furnish to the official county newspaper of each county or counties in which

farmland or ranchland is owned or leased by the corporation or limited liability

company a legal notice reporting the following:

a. The name of the farming or ranching corporation or farming or ranching limited

liability company and its shareholders or members as listed in the initial report.

b. A statement that the farming or ranching corporation or farming or ranching

limited liability company has reported that it owns or leases farmland or ranchland

in the county and that a description of that land is available for inspection at the

office of the secretary of state.
N.D. Cent. Code § 10-31-14 — ND Code / Title 10 / Chapter 10-31 / Section 10-31-14
10-31-14. Construction
Status: in_force

10-31-14. Construction

This chapter must be construed to effectuate its general purpose of making available to

professional individuals the benefits of the corporate form, the benefits of the limited liability

company form, and the benefits of the limited liability partnership form.
N.D. Cent. Code § 10-19.1-62 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-62
10-19.1-62. Subscriptions for shares
Status: in_force

10-19.1-62. Subscriptions for shares

1. A subscription for shares, whether made before or after the incorporation of a

corporation, is not enforceable against the subscriber unless it is in writing and signed

by the subscriber.

2. Unless otherwise provided in the subscription agreement, or unless all of the

subscribers and, if in existence, the corporation consents to a shorter or longer period,

a subscription for shares is irrevocable for a period of six months.

3. A subscription for shares, whether made before or after the incorporation of a

corporation, shall be paid in full at the time or times, or in the installments, if any,

specified in the subscription agreement. In the absence of a provision in the

subscription agreement specifying the time at which the subscription is to be paid, the

subscription shall be paid at the time or times determined by the board, but a call

made by the board for payment on subscriptions shall be uniform for all shares of the

same class or for all shares of the same series.

4. Unless otherwise provided in the subscription agreement, in the event of default in the

payment of an installment or call when due, the corporation may proceed to collect the

amount due in the same manner as a debt due the corporation.

5. If the amount due on a subscription for shares remains unpaid for a period of twenty

days after written notice of demand for payment has been given to the delinquent

subscriber, the shares subscribed for may be offered for sale by the corporation for a

price in money equaling or exceeding the sum of the full balance owed by the

delinquent subscriber plus the expenses incidental to the sale. If the shares

subscribed for are sold pursuant to this subsection, the corporation shall pay to the

delinquent subscriber or to the delinquent subscriber's legal representative the lesser

of:

a. The excess of net proceeds realized by the corporation over the sum of the

amount owed by the delinquent subscriber plus the expenses incidental to the

sale; and

b. The amount actually paid by the delinquent subscriber.

If the shares subscribed for are not sold pursuant to this subsection, the corporation

may collect the amount due in the same manner as a debt due the corporation or

cancel the subscription in accordance with subsection 6.

6. If the amount due on a subscription for shares remains unpaid for a period of twenty

days after written notice of demand for payment has been given to the delinquent

subscriber and the shares subscribed for by the delinquent subscriber have not been

sold pursuant to subsection 5, the corporation may cancel the subscription, in which

event the shares subscribed for must be restored to the status of authorized but

unissued shares, the corporation may retain the portion of the subscription price

actually paid that does not exceed ten percent of the subscription price, and the

corporation shall refund to the delinquent subscriber or the delinquent subscriber's

legal representative that portion of the subscription price actually paid which exceeds

ten percent of the subscription price.
N.D. Cent. Code § 10-32.1-68 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-68
10-32.1-68. Action on a plan of domestication by a domesticating limited liability company
Status: in_force

10-32.1-68. Action on a plan of domestication by a domesticating limited liability

company.

1. A plan of domestication must be consented to:

a. By all the members, subject to section 10-32.1-71, if the domesticating company

is a limited liability company; and

b. As provided in the governing statute of the domesticating company if the

company is a foreign limited liability company.

2. Subject to any contractual rights, after a domestication is approved, and at any time

before articles of domestication are filed with the secretary of state under section

10-32.1-69, a domesticating limited liability company may amend the plan or abandon

the domestication:

a. As provided in the plan; or

b. Except as otherwise prohibited in the plan, by the same consent as was required

to approve the plan.
N.D. Cent. Code § 10-19.1-133 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-133
10-19.1-133. Foreign corporation - Name
Status: in_force

10-19.1-133. Foreign corporation - Name

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

available to a domestic 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 a certificate of authority under a name different from the name

authorized in the jurisdiction of incorporation.
N.D. Cent. Code § 10-06.1-07 — ND Code / Title 10 / Chapter 10-06.1 / Section 10-06.1-07
10-06.1-07. Industrial and business purpose - Exception
Status: in_force

10-06.1-07. Industrial and business purpose - Exception

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

ranching may own or lease farmland or ranchland when the land is necessary for residential or

commercial development; the siting of buildings, plants, facilities, industrial parks, or similar

business or industrial purposes of the corporation or limited liability company; or for uses

supportive of or ancillary to adjacent land that is not farmland or ranchland for the benefit of both

land parcels. The farmland or ranchland while not being immediately used for any purpose of

the corporation or limited liability company must be available to be leased by persons who farm

or ranch as sole proprietorships or partnerships, or by farming or ranching corporations or

farming or ranching limited liability companies.
N.D. Cent. Code § 10-15-34 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-34
10-15-34. Unclaimed distributions, redemptions, or payments
Status: repealed

10-15-34. Unclaimed distributions, redemptions, or payments

Repealed by S.L. 1977, ch. 75, § 4.
N.D. Cent. Code § 10-31-04 — ND Code / Title 10 / Chapter 10-31 / Section 10-31-04
10-31-04. Purpose for which created - Minority ownership
Status: in_force

10-31-04. Purpose for which created - Minority ownership

1. A professional organization may be created pursuant to this chapter only for the

purpose of rendering one specific type of professional service and services ancillary

thereto or for the purpose of rendering two or more kinds of professional services that

are specifically authorized to be practiced in combination under the licensing laws of

each of the professional services to be practiced by a licensed individual or

partnership of licensed individuals and ancillary services. This subsection does not

preclude an organization created pursuant to this chapter from rendering more than

one specific type of professional service if the services rendered are set forth in

chapters 43-03 and 43-19.1 or if the services rendered are set forth in chapters

43-26.1 and 43-40.

2. A professional organization may not engage in any business other than rendering the

professional service for which it was created to render and services ancillary to that

professional service. However, a professional organization may own real and personal

property necessary or appropriate for rendering the type of professional services it was

created to render and may invest its funds in real estate mortgages, stocks, bonds,

membership interests, and any other type of investment.

3. If expressly authorized under this subsection, a professional organization may have a

minority ownership by one or more minority owners. A professional organization

created under this chapter for the purpose of providing professional services as set

forth in chapters 43-02.2 and 43-03 is expressly authorized to have minority owners.
N.D. Cent. Code § 10-19.1-42 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-42
10-19.1-42. Board vacancies
Status: in_force

10-19.1-42. Board vacancies

1. Unless different rules for filling vacancies are provided for in the articles or bylaws:

a. Vacancies on the board resulting from the death, resignation, removal, or

disqualification of a director may be filled by the affirmative vote of a majority of

the remaining directors, even though the remaining directors constitute less than

a quorum; and

b. Vacancies on the board resulting from newly created directorships may be filled

by the affirmative vote of a majority of the directors serving at the time of the

increase.

2. Each director elected under this section to fill a vacancy holds office until a qualified

successor is elected by the shareholders at the next regular or special meeting of the

shareholders.

3. A vacancy that will occur at a specific later date may be filled before the vacancy

occurs but the new director may not take office until the vacancy occurs.
N.D. Cent. Code § 10-19.1-113.1 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-113.1
10-19.1-113.1. Filing of articles of dissolution - Effective date of dissolution - Certificate
Status: in_force

10-19.1-113.1. Filing of articles of dissolution - Effective date of dissolution -

Certificate.

1. An original of the articles of dissolution must be filed with the secretary of state. If the

secretary of state determines the articles of dissolution conform to law and all fees

have been paid under section 10-19.1-147, the secretary of state shall issue a

certificate of dissolution.

2. When the certificate of dissolution has been issued by the secretary of state, or on a

later date within thirty days after filing if the articles of dissolution so provide, the

corporation is dissolved.

3. The secretary of state shall issue to the corporation, or its legal representative, a

certificate of dissolution that contains:

a. The name of the corporation;

b. The date the dissolution is effective; and

c. A statement that the corporation was dissolved on the effective date of the

dissolution.
N.D. Cent. Code § 10-31-02.1 — ND Code / Title 10 / Chapter 10-31 / Section 10-31-02.1
10-31-02.1. Articles of organization
Status: in_force

10-31-02.1. Articles of organization

1. One or more individuals may organize a professional organization in the form of a

limited liability company for the practice of a profession by filing articles of organization

with the secretary of state. The articles of organization must meet the requirements of

chapter 10-32.1 and must contain the following:

a. The profession to be practiced through the professional limited liability company;

and

b. The name and residence address of each original member of the professional

limited liability company who will practice the profession in this state and of each

original member of the professional limited liability company who is a minority

owner.

2. At the time the articles of organization are filed with the secretary of state, the

professional limited liability company also shall file:

a. A certificate from the regulating board of the profession involved that each of the

governors and members who will practice the profession in this state, if any, 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 company certifying that each of the governors

and members 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

company identifying the minority owners and the express law authorizing minority

ownership.
N.D. Cent. Code § 10-15-52.3 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-52.3
10-15-52.3. Amended certificate of authority
Status: in_force

10-15-52.3. Amended certificate of authority

A foreign cooperative authorized to transact business in this state must procure an

amended certificate of authority if it changes its cooperative name or desires to pursue in this

state purposes other than those set forth in its prior application for a certificate of authority by

making application to the secretary of state.

The requirements in respect to the application and the issuance of an amended certificate

of authority and the effect thereof are the same as an original application for a certificate of

authority.

In addition, an application must be accompanied by a certificate of fact of amendment duly

authenticated by the proper officer of the state or country where the cooperative is incorporated.

A foreign cooperative which amends its 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, or is a general partner in a limited partnership which is on

file with the secretary of state, must change or amend its name in each registration when it files

an application for an amended certificate of authority.
N.D. Cent. Code § 10-04-05 — ND Code / Title 10 / Chapter 10-04 / Section 10-04-05
10-04-05. Exempt securities
Status: in_force

10-04-05. Exempt securities

Sections 10-04-04, 10-04-07.1, 10-04-07.2, 10-04-08, and 10-04-08.4 do not apply to any of

the following securities:

1. A security, including a revenue obligation or a separate security as defined in rule 131

adopted under the Securities Act of 1933, issued, insured, or guaranteed by the United

States, by a state, by a political subdivision of a state, by a public authority, agency, or

instrumentality of one or more states, by a political subdivision of one or more states,

or by a person controlled or supervised by and acting as an instrumentality of the

United States under authority granted by the Congress, or a certificate of deposit for

any of the foregoing, except that this exemption does not include a municipal security

with respect to the offer or sale in this state if the security is payable solely from

revenues to be received from a nongovernmental industrial or commercial enterprise,

unless such payments are made or unconditionally guaranteed by a person whose

securities are exempt from registration or the issuer first files a notice in a record

specifying the terms of the proposed offer or sale and pays a nonrefundable filing fee

of one hundred dollars.

2. Securities issued by and representing or that will represent an interest in or a direct

obligation of, or be guaranteed by a banking institution organized under the laws of the

United States, a member bank of the federal reserve system, or a depository institution

a substantial portion of the business of which consists or will consist of receiving

deposits or share accounts that are insured to the maximum amount authorized by

statute by the federal deposit insurance corporation, the national credit union share

insurance fund, or a successor authorized by federal law or exercising fiduciary

powers that are similar to those permitted for national banks under the authority of the

comptroller of currency pursuant to section 1 of Public Law 87-722 or issued or

guaranteed as to both principal and interest by an international bank of which the

United States is a member.

3. Securities issued by a building and loan association subject to supervision by an

agency of the state of North Dakota, or policy contracts, including variable annuity

contracts, of an insurance company subject to supervision by an agency of the state of

North Dakota.

4. Securities issued or guaranteed by a railroad, other common carrier, public utility, or

public utility holding company that is regulated in respect to its rates and charges by

the United States or a state, regulated in respect to the issuance or guarantee of the

security by the United States, a state, Canada, or a Canadian province or territory, or a

public utility holding company registered under the Public Utility Holding Company Act

of 1935 or a subsidiary of such a registered holding company within the meaning of

that Act.

5. Any security issued by any person organized and operated not for private profit but

exclusively for religious, educational, benevolent, fraternal, charitable, social, or

reformatory purposes; provided that prior to any offer of such security each person

must meet the following conditions:

a. Apply for and obtain the written approval of the commissioner.

b. File an application, offering disclosure document, and pay a nonrefundable filing

fee of one hundred fifty dollars, which document and fee must accompany the

application.

c. File a notice identifying the basis of its qualification under this exemption with

such additional information as the commissioner may require.

d. Provide a copy of the offering disclosure document to each person to whom an

offer to sell or sale is made.

The approval is effective for a period of one year from the date of approval. At least

thirty days prior to the expiration date, there must be filed an application, offering

disclosure document, and a nonrefundable fee of one hundred dollars for the renewal

of the filing for additional periods of one year.

6. Any note, draft, bill of exchange, or bankers' acceptance which arises out of a current

transaction or the proceeds of which have been or are to be used for current

transactions, is not the subject of a public offering, is prime quality negotiable

commercial paper which has at the time of issuance a definite maturity of not

exceeding nine months, is payable in cash only, and is not convertible into and does

not carry an option or right to receive payment or any bonus in any other security.

7. Securities, other than common stock, providing for a fixed return, which have been

outstanding and in the hands of the public for not less than five years and upon which

no default has occurred during the five years next preceding the date of sale.

8. Securities, including patronage dividends or refunds, issued by any cooperative

organized under the statutes of this state.

9. An equipment trust certificate with respect to equipment leased or conditionally sold to,

a person, if any security issued by the person would be exempt under this section or

would be a federal covered security under section 18(b)(1) of the Securities Act of

1933.

10. Any bond, note, or other evidence of debt issued by a holding corporation or limited

liability company and secured by collateral consisting of any of the securities described

in subsections 4 and 9, if the collateral securities equal in fair value at least one

hundred twenty-five percent of the par value of the bonds, notes, or other evidences of

debts secured thereby.

11. The execution of orders for purchase of securities by a registered broker-dealer

provided such broker-dealer acts as agent for the purchaser, has made no solicitation

of the order to purchase such securities, has no direct material interest in the sale or

distribution of the securities ordered, receives no commission, profit, or other

compensation other than the commissions involved in the purchase and sale of the

securities and delivery to the purchaser of written confirmation of the order which

clearly itemizes the commissions paid to the registered broker-dealer. Clear and

complete records of all transactions exempted under this subsection shall be

maintained by the registered broker-dealer.

12. Any security issued, insured, or guaranteed by a foreign government with which the

United States currently maintains diplomatic relations, or any of its political

subdivisions, if the security is recognized as a valid obligation by the issuer, insurer, or

guarantor.

13. a. A federal covered security specified in section 18(b)(1) of the Securities Act of

1933 or by rule adopted under that provision or a security listed or approved for

listing on:

(1) The New York stock exchange;

(2) The American stock exchange;

(3) The national association of securities dealers automated quotation national

market system;

(4) Tier I of the Philadelphia stock exchange, incorporated;

(5) Tier I of the Pacific exchange, incorporated;

(6) Chicago board options exchange, incorporated; or

(7) Any other stock exchange or automated quotation system which the

securities and exchange commission approves by rule.

b. A put or call option contract; a warrant; a subscription right on or with respect to

such securities; or an option or similar derivative security on a security or an

index of securities or foreign currencies issued by a clearing agency registered

under the Securities Exchange Act of 1934 and listed or designated for trading on

a national securities exchange, a facility of a national securities exchange, or a

facility of a national securities association registered under the Securities

Exchange Act of 1934 or an offer or sale, of the underlying security in connection

with the offer, sale, or exercise of an option or other security that was exempt

when the option or other security was written or issued; or an option or a

derivative security designated by the securities and exchange commission under

section 9(b) of the Securities Exchange Act of 1934.

14. Securities issued by North Dakota united dues credit trust to members of North Dakota

united.

15. A security of a foreign issuer that is a margin security defined in regulations or rules

adopted by the board of governors of the federal reserve system.
N.D. Cent. Code § 10-19.1-07 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-07
10-19.1-07. Reservation of legislative power
Status: repealed

10-19.1-07. Reservation of legislative power

Repealed by S.L. 1995, ch. 55, § 30.
N.D. Cent. Code § 10-19.1-140 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-140
10-19.1-140. Foreign corporation - Certificate of withdrawal
Status: in_force

10-19.1-140. Foreign corporation - Certificate of withdrawal

1. A foreign corporation authorized to transact business in this state may withdraw from

this state upon procuring from the secretary of state a certificate of withdrawal. In order

to procure the certificate, the foreign corporation shall file with the secretary of state an

application for withdrawal, on forms prescribed by the secretary of state, together with

the fees provided in section 10-19.1-147, which must set forth:

a. The name of the corporation and the state or country under the laws of which it is

incorporated;

b. That the corporation is not transacting business in this state;

c. That the corporation surrenders its authority to transact business in this state;

d. That service of process in any action, suit, or proceeding based upon any cause

of action arising in this state during the time the corporation was authorized to

transact business in this state may thereafter be made on such corporation as

provided in section 10-01.1-13;

e. A post-office address to which a person may mail a copy of any process against

the corporation; and

f. Any additional information necessary or appropriate to enable the secretary of

state to determine and assess any unpaid fees payable by the foreign

corporation.

2. The filing with the secretary of state of a certificate of dissolution, or a certificate of

merger if the corporation is not the surviving organization, from the proper officer of the

state or country under the laws of which the corporation is incorporated constitutes a

valid application of withdrawal and the authority of the corporation to transact business

in this state shall cease upon filing of the certificate.
N.D. Cent. Code § 10-19.1-91 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-91
10-19.1-91. Indemnification
Status: in_force

10-19.1-91. Indemnification

1. For purposes of this section:

a. "Corporation" includes a domestic or foreign corporation that was the

predecessor of the corporation referred to in this section in a merger or other

transaction in which the predecessor's existence ceased upon consummation of

the transaction.

b. "Official capacity" means:

(1) With respect to a director, the position of director in a corporation;

(2) With respect to a person other than a director, the elective or appointive

office or position held by an officer, member of a committee of the board, or

the employment relationship undertaken by an employee of the corporation;

and

(3) With respect to a director, officer, or employee of the corporation who, while

a director, officer, or employee of the corporation, is or was serving at the

request of the corporation or whose duties in that position involve or

involved service as a governor, director, officer, manager, partner, trustee,

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

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

trustee, employee, or agent, as the case may be, of the other organization

or employee benefit plan.

c. "Proceeding" means a threatened, pending, or completed civil, criminal,

administrative, arbitration, or investigative proceeding, including a proceeding by

or in the right of the corporation.

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

(1) Represented the corporation or a related organization in any capacity other

than special legal counsel; or

(2) Represented a director, officer, member of a committee of the board, or

employee whose indemnification is in issue.

2. Subject to subsection 5, a corporation shall indemnify a person made or threatened to

be made a party to a proceeding by reason of the former or present official capacity of

the person against judgments, penalties, fines including excise taxes assessed against

the person with respect to an employee benefit plan, settlements, and reasonable

expenses, including attorney's fees and disbursements, incurred by the person in

connection with the proceeding, if, with respect to the acts or omissions of the person

complained of in the proceeding, the person:

a. Has not been indemnified by another organization or employee benefit plan for

the same judgments, penalties, fines including excise taxes assessed against the

person with respect to an employee benefit plan, settlements, and reasonable

expenses, including attorney's fees and disbursements, incurred by the person in

connection with the proceeding with respect to the same acts or omissions;

b. Acted in good faith;

c. Received no improper personal benefit and section 10-19.1-51, if applicable, has

been satisfied;

d. In the case of a criminal proceeding, had no reasonable cause to believe the

conduct was unlawful; and

e. In the case of acts or omissions occurring in the official capacity described in

paragraph 1 or 2 of subdivision b of subsection 1, reasonably believed that the

conduct was in the best interests of the corporation, or in the case of acts or

omissions occurring in the official capacity described in paragraph 3 of

subdivision b of subsection 1, reasonably believed that the conduct was not

opposed to the best interests of the corporation. If the person's acts or omissions

complained of in the proceeding relate to conduct as a director, officer, trustee,

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

be opposed to the best interests of the corporation if the person reasonably

believed that the conduct was in the best interests of the participants or

beneficiaries of the employee benefit plan.

3. The termination of a proceeding by judgment, order, settlement, conviction, or upon a

plea of nolo contendere or an equivalent plea does not, of itself, establish that the

person did not meet the criteria set forth in subsection 2.

4. Subject to subsection 5, if a person is made or threatened to be made a party to a

proceeding, the person is entitled, upon written request to the corporation, to payment

or reimbursement by the corporation of reasonable expenses, including attorney's fees

and disbursements, incurred by the person in advance of the final disposition of the

proceeding:

a. Upon receipt by the corporation of a written affirmation by the person of a

good-faith belief that the criteria for indemnification set forth in subsection 2 have

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

paid or reimbursed by the corporation, if the ultimate determination is that the

criteria for indemnification have not been satisfied; and

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

would not preclude indemnification under this section.

The written undertaking required by subdivision a is an unlimited general obligation of

the person making it, but need not be secured and shall be accepted without reference

to financial ability to make the repayment.

5. The articles or bylaws may prohibit indemnification or advances of expenses otherwise

required under this section or may impose conditions on indemnification or advances

of expenses in addition to the conditions contained in subsections 2, 3, and 4,

including monetary limits on indemnification or advances for expenses, if the

prohibitions or 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

act or omission of the person occurring before the effective date of a provision in the

articles or the date of adoption of a provision in the bylaws establishing the prohibition

or limit on indemnification or advances.

6. This section does not require, or limit the ability of, a corporation to reimburse

expenses, including attorney's fees and disbursements, incurred by a person in

connection with an appearance as a witness in a proceeding at a time when the

person has not been made or threatened to be made a party to a proceeding.

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

provided in subsection 2 have been satisfied and whether a person is entitled to

payment or reimbursement of expenses in advance of the final disposition of a

proceeding as provided in subsection 4 must be made:

a. By the board by a majority of a quorum, if the directors who are at the time parties

to the proceeding are not counted for determining either a majority or the

presence of a quorum;

b. If a quorum under subdivision a cannot be obtained, by a majority of a committee

of the board, consisting solely of two or more directors not at the time parties to

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

including directors who are parties;

c. If a determination is not made under subdivision a or b, by special legal counsel,

selected either by a majority of the board or a committee by vote pursuant to

subdivision a or b or, if the requisite quorum of the full board cannot be obtained

and the committee cannot be established, by a majority of the full board, including

directors who are parties;

d. If a determination is not made under subdivisions a, b, and c, by the affirmative

vote of the shareholders required by section 10-19.1-74, other than the

shareholders who are a party to the proceeding; or

e. If an adverse determination is made under subdivisions a through d, or under

subsection 8, or if no determination is made under subdivisions a through d, or

under subsection 8, within sixty days after:

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

indemnification to the corporation; or

(2) A request for an advance of expenses, as the case may be, by a court in

this state, which may be the same court in which the proceeding involving

the person's liability took place, upon application of the person and any

notice the court requires.

The person seeking indemnification or payment or reimbursement of expenses

pursuant to this subdivision has the burden of establishing that the person is

entitled to indemnification or payment or reimbursement of expenses.

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

omissions complained of in the proceedings, a director, officer, or person possessing,

directly or indirectly, the power to direct or cause the direction of the management or

policies of the corporation, the determination whether indemnification of this person is

required because the criteria set forth in subsection 2 have been satisfied and whether

this person is entitled to payment or reimbursement of expenses in advance of the

final disposition of a proceeding as provided in subsection 4 may be made by an

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

director. The committee shall report at least annually to the board concerning its

actions.

9. A corporation may purchase and maintain insurance on behalf of a person in that

person's official capacity against any liability asserted against and incurred by the

person in or arising from that capacity, whether or not the corporation would have been

required to indemnify the person against the liability under the provisions of this

section.

10. A corporation that indemnifies or advances expenses to a person in accordance with

this section in connection with a proceeding by or on behalf of the corporation shall

report to the shareholders in writing the amount of the indemnification or advance and

to whom and on whose behalf the indemnification or advance was paid not later than

the next meeting of shareholders.

11. This section does not limit the power of the corporation to indemnify persons other

than a director, officer, employee, or member of a committee of the board by contract

or otherwise.
N.D. Cent. Code § 10-33-01.2 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-01.2
10-33-01.2. Knowledge and notice
Status: in_force

10-33-01.2. Knowledge and notice

1. A person knows or has knowledge of a fact if the person has actual knowledge of it. A

person does not know or have knowledge of a fact merely because the person has

reason to know or have knowledge of the fact.

2. A person has notice of a fact if the person:

a. Knows of the fact;

b. Has received notice of the fact as provided in subsection 26 of section 10-33-01;

c. Has reason to know the fact exists from all of the facts known to the person at the

time in question; or

d. Has notice of it under subsection 3.

3. Subject to subsection 8, a person has notice of:

a. The intention of a corporation to dissolve, ninety days after the effective date of

the filed notice of intent to dissolve stating that the corporation intends to

dissolve;

b. The dissolution of a corporation, ninety days after the effective date of the filed

articles of dissolution; and

c. A merger under sections 10-33-86 through 10-33-92, ninety days after the

effective date of the filed articles of merger.

4. A person notifies or gives a notification to another person by taking the steps provided

in subsection 26 of section 10-33-01, whether or not the other person learns of it.

5. A person receives a notification as provided in subsection 26 of section 10-33-01.

6. Except as otherwise provided in subsection 7 and except as otherwise provided in

subsection 26 of section 10-33-01, a person other than an individual knows, has

notice, or receives a notification of a fact for purposes of a particular transaction when

the individual conducting the transaction for the person knows, has notice, or receives

a notification of the fact, or in any event when the fact would have been brought to the

attention of the individual if the person had exercised reasonable diligence.

a. A person other than an individual exercises reasonable diligence if it maintains

reasonable routines for communicating significant information to the individual

conducting the transaction for the person and there is reasonable compliance

with the routines.

b. Reasonable diligence does not require an individual acting for the person to

communicate information unless the communication is part of the regular duties

of the individual or the individual has reason to know of the transaction and that

the transaction would be materially affected by the information.

7. Knowledge, notice, or receipt of a notification of a fact relating to the corporation by an

officer or director is effective immediately as knowledge of, notice to, or receipt of a

notification by the corporation, except in the case of a fraud on the corporation

committed by or with the consent of the officer or director. Knowledge, notice, or

receipt of a notification of a fact relating to the corporation by a member who is not an

officer or director is not effective as knowledge by, notice to, or receipt of a notification

by the corporation.

8. Notice otherwise effective under subsection 3 does not affect the power of a person to

transfer real property held in the name of a corporation unless at the time of transfer a

certified copy of the relevant statement, amendment, or articles, as filed with the

secretary of state, has been recorded in the office of the county recorder in the county

in which the real property affected by the statement, amendment, or articles is located.

9. With respect to notice given by a form of electronic communication:

a. Consent by an officer or director to notice given by electronic communication may

be given in writing or by authenticated electronic communication. The corporation

is entitled to rely on any consent so given until revoked by the officer or director.

However, no revocation affects the validity of any notice given before receipt by

the corporation of revocation of the consent.

b. An affidavit of an officer or director or an authorized agent of the corporation that

the notice has been given by a form of electronic communication is, in the

absence of fraud, prima facie evidence of the facts stated in the affidavit.
N.D. Cent. Code § 10-33-33 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-33
10-33-33. Classification of directors
Status: in_force

10-33-33. Classification of directors

1. Except as provided in subsection 2, directors may be divided into classes.

2. Directors of a corporation described in subsection 1 of section 10-33-122 may not vote

by class except when the articles or bylaws provide that only one class of directors

may vote on a particular matter.
N.D. Cent. Code § 10-15-10 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-10
10-15-10. Members' first meeting
Status: in_force

10-15-10. Members' first meeting

The first meeting of the members shall be called by the temporary president or a majority of

the temporary directors. Such meeting shall be held as soon as reasonably possible after the

organization meeting of the temporary board but not later than six months after filing the articles.

Failure to hold such meeting within the time specified does not affect the validity of organization.
N.D. Cent. Code § 10-19.1-01 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-01
10-19.1-01. Definitions
Status: in_force

10-19.1-01. Definitions

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

1. "Acquiring corporation" means the domestic or foreign corporation that acquires the

shares of a corporation in an exchange.

2. "Acquiring organization" means the foreign or domestic organization acquiring the

ownership interests of another foreign or domestic organization participating in an

exchange.

3. "Address" means:

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

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

post-office box; and

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

4. "Articles" means:

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

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

become governed by this chapter, a demand retaining the two-thirds majority for

shareholder approval of certain transactions, a statement of change of registered

office, registered agent, or name of registered agent, a statement establishing or

fixing the rights and preferences of a class or series of shares, a statement of

cancellation of authorized shares, articles of merger, articles of abandonment,

articles of conversion, and articles of dissolution.

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

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

of incorporation of the foreign corporation.

5. "Authenticated electronic communication" means:

a. That the electronic communication is delivered:

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

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

receive the electronic communication; and

b. That the electronic communication provides information from which the

corporation can reasonably conclude that the electronic communication was sent

by the purported sender.

6. "Ballot" means a written ballot or a ballot transmitted by electronic communications.

7. "Board" or "board of directors" means the board of directors of a corporation.

8. "Board member" means:

a. An individual serving on the board of directors in the case of a corporation; and

b. An individual serving on the board of governors in the case of a limited liability

company.

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

affairs of a corporation, regardless of how that code is designated.

10. "Class", when used with reference to ownership interests, means a category of

ownership interests that differs in designation or one or more rights or preferences

from another category of ownership interests of the organization.

11. "Closely held corporation" means a corporation that does not have more than

thirty-five shareholders.

12. "Constituent corporation" means a corporation or a foreign corporation that:

a. In a merger, is either the surviving corporation or a foreign or domestic

corporation that is merged into the surviving organization; or

b. In an exchange, is either the acquiring corporation or a foreign or domestic

corporation whose shares are acquired by the acquiring organization.

13. "Constituent organization" means an organization that:

a. In a merger, is either the surviving organization or an organization that is merged

into the surviving organization; or

b. In an exchange, is either the acquiring organization or an organization whose

securities are acquired by the acquiring organization.

14. "Converted organization" means the organization into which a converting organization

converts pursuant to sections 10-19.1-104.1 through 10-19.1-104.6.

15. "Converting organization" means an organization that converts into another

organization pursuant to sections 10-19.1-104.1 through 10-19.1-104.6.

16. "Corporation" or "domestic corporation" means a corporation, other than a foreign

corporation, organized for profit and incorporated under or governed by this chapter.

17. "Data address" means the string of alphanumeric characters on a distributed or other

electronic network or database which may be accessed only by knowledge or

possession of a private key to facilitate or record transactions on the distributed or

other electronic network or database.

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

19. "Distribution" means a direct or indirect transfer of money or other property, other than

its own shares, with or without consideration, or an incurrence or issuance of

indebtedness, by a corporation to any of its shareholders in respect of its shares, and

may be in the form of a dividend, an interim distribution, or a distribution in liquidation,

or as consideration for the purchase, redemption, or other acquisition of its shares, or

otherwise.

20. "Division" or "combination" means dividing or combining shares of a class or series,

whether issued or unissued, into a greater or lesser number of shares of the same

class or series.

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

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

optical, electromagnetic, or similar capabilities.

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

the physical transmission of paper, including a process of communication which uses a

distributed or other electronic network or database, or that:

a. Creates a record that may be retained, retrieved, and reviewed by a recipient of

the communication; and

b. May be directly reproduced in paper form by the recipient through an automated

process.

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

or stored by electronic means.

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

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

sign the record.

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

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

the fees provided in section 10-19.1-147, was delivered or communicated to the

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

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

b. That the secretary of state did then:

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

effective date of filing; and

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

27. "Foreign corporation" means a corporation organized for profit which is incorporated

under laws other than the laws of this state for a purpose for which a corporation may

be incorporated under this chapter.

28. "Foreign limited liability company" means a limited liability company organized under

laws other than the laws of this state for a purpose for which a limited liability company

may be organized under chapter 10-32.1.

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

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

this state.

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

31. "Governing body" means for an organization that is:

a. A corporation, its board of directors;

b. A limited liability company, its board of governors; or

c. Any other organization, the body selected by its owners that has the ultimate

power to determine the policies of the organization and to control its policies.

32. "Governing statute" of an organization means:

a. With respect to a domestic organization, the following chapters of this code which

govern the internal affairs of the organization:

(1) If a corporation, then this chapter;

(2) If a limited liability company, then chapter 10-32.1;

(3) If a general partnership, then chapters 45-13 through 45-21;

(4) If a limited partnership, then chapter 45-10.2;

(5) If a limited liability partnership, then chapter 45-22; and

(6) If a limited liability limited partnership, then chapter 45-23; and

b. With respect to a foreign organization, the laws of the jurisdiction under which the

organization is created and under which the internal affairs of the organization are

governed.

33. "Identity" means the name of a shareholder or the data address for which the

shareholder has knowledge or possession of the private key uniquely associated with

the data address.

34. "Intentionally" means that the person referred to has a purpose to do or fail to do the

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

will cause that result. A person "intentionally" violates a statute:

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

statute; or

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

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

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

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

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

a trustee of a trust; a personal representative; a trustee in bankruptcy; and a receiver,

guardian, custodian, or conservator.

36. "Limited liability company" or "domestic limited liability company" means a limited

liability company, other than a foreign limited liability company, organized under or

governed by chapter 10-32.1.

37. "Network signature" means a string of alphanumeric characters which when

broadcasted by a shareholder to the data address's corresponding distributed or other

electronic network or database provides reasonable assurances to a corporation that

the shareholder has knowledge or possession of the private key uniquely associated

with the data address.

38. "Nonprofit corporation" means a corporation, whether domestic or foreign,

incorporated under or governed by chapter 10-33.

39. "Notice":

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

corporation:

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

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

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

corporation to which the notice is given if by:

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

which the corporation has consented to receive notice.

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

the corporation has consented to receive notice.

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

consented to receive notice, together with separate notice to the

corporation of the specific posting, upon the later of:

[1] The posting; or

[2] The giving of the separate notice.

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

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

b. Is given by a publicly held corporation to a shareholder:

(1) If the notice is addressed to the shareholder or group of shareholders in a

manner permitted by the rules and regulations under the Securities

Exchange Act of 1934, as amended, provided that the corporation has first

received any affirmative written consent or implied consent required under

those rules and regulations;

(2) When an electronic transmission has been made to a data address provided

by the shareholder; or

(3) When electronically transmitted to the shareholder in a manner by which the

shareholder has consented, when directed to the shareholder.

c. Is given, in all other cases:

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

last-known address of the person;

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

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

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

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

(3) When handed to the person;

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

the office or:

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

office; or

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

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

some person of suitable age and discretion then residing there;

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

person to whom the notice is given if by:

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

which the person has consented to receive notice.

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

the person has consented to receive notice.

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

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

specific posting, upon the later of:

[1] The posting; or

[2] The giving of the separate notice.

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

consented to receive notice, when directed to the person; or

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

considered.

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

affixed.

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

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

payment by the sender.

f. Is deemed received when it is given.

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

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

any other officer pursuant to section 10-19.1-52; or

b. Deemed elected as an officer pursuant to section 10-19.1-56.

41. "Organization":

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

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

limited partnership, or any other person subject to a governing statute; but

b. Excludes:

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

incorporated under chapter 10-33 or a foreign nonprofit corporation which is

incorporated in another jurisdiction; and

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

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

nonprofit limited liability company which is organized in another jurisdiction.

42. "Originating records" means for an organization that is:

a. A corporation, its articles of incorporation;

b. A limited liability company, its articles of organization;

c. A limited partnership, its certificate of limited partnership;

d. A limited liability partnership, its registration; or

e. A limited liability limited partnership, its certificate of limited liability limited

partnership.

43. "Outstanding shares" means all shares duly issued and not reacquired by a

corporation.

44. "Owners" means the holders of ownership interests in an organization.

45. "Ownership interests" means for a domestic or foreign organization that is:

a. A corporation, its shares;

b. A limited liability company, its membership interests;

c. A limited partnership, its partnership interests;

d. A general partnership, its partnership interests;

e. A limited liability partnership, its partnership interests;

f. A limited liability limited partnership, its partnership interests; or

g. Any other organization, its governance or transferable interests.

46. "Parent" of a specified organization means an organization that directly, or indirectly

through related organizations, owns more than fifty percent of the voting power of the

ownership interests entitled to vote for directors or other members of the governing

body of the specified organization.

47. "Principal executive office" means:

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

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

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

of the corporation.

48. "Publicly held corporation" means a corporation that has a class of equity securities

registered pursuant to section 12 of the Securities Exchange Act of 1934 [15 U.S.C.

78L], or is subject to section 15(d) of the Securities Exchange Act of 1934 [15 U.S.C.

78o(d)].

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

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

50. "Record of shareholders" means a record administered by or on behalf of a

corporation and which records the identity of all the corporation's shareholders and the

number and class of shares held by each shareholder in accordance with section
N.D. Cent. Code § 10-06.1-02 — ND Code / Title 10 / Chapter 10-06.1 / Section 10-06.1-02
10-06.1-02. Farming or ranching by corporations and limited liability companies prohibited
Status: in_force

10-06.1-02. Farming or ranching by corporations and limited liability companies

prohibited.

1. All corporations and limited liability companies, except as otherwise provided in this

chapter, are prohibited from owning or leasing farmland or ranchland and from

engaging in the business of farming or ranching.

2. A corporation or a limited liability company may be a partner in a partnership under

title 45 which owns or leases farmland or ranchland or engages in the business of

farming or ranching only if that corporation or limited liability company complies with

this chapter.

3. Notwithstanding any other provision of law, an authorized livestock farm corporation or

authorized livestock farm limited liability company may not be a partner in a

partnership under title 45 which owns or leases farmland or ranchland or engages in

the business of farming or ranching.
N.D. Cent. Code § 10-33-71 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-71
10-33-71. Right to vote
Status: in_force

10-33-71. Right to vote

Unless the articles or bylaws provide otherwise, each member with voting rights is entitled

to one vote on each matter voted on by the members. If a membership stands of record in the

names of two or more persons, their acts with respect to voting have the following effect:

1. If only one votes, the act binds all.

2. If more than one votes, the vote must be divided on a pro rata basis.
N.D. Cent. Code § 10-32.1-89 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-89
10-32.1-89. Secretary of state - Annual report to the secretary of state
Status: in_force

10-32.1-89. Secretary of state - Annual report to the secretary of state

1. Each limited liability company, and each foreign limited liability company authorized to

transact business in this state, shall file, within the time provided by subsection 3, an

annual report setting forth:

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

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 business in which the limited liability

company or foreign limited liability company is actually engaged in this state.

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

limited liability company or foreign limited liability company or the name or names

and respective address or addresses of the managing member or members of

the limited liability company or foreign limited liability company.

2. The annual report must be submitted on forms prescribed by the secretary of state.

The information provided must be given as of the date of the execution of the report.

The annual report must be signed as provided in subsection 49 of section 10-32.1-02,

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

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

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

trustee, then the annual report must be signed on behalf of the limited liability

company or foreign limited liability company by the receiver or trustee. The secretary

of state may destroy any annual report provided for in this section after the annual

report is on file for six years.

3. Except for the first annual report, the annual report of a limited liability company or

foreign limited liability company must be delivered to the secretary of state before

November sixteenth of each year. The first annual report of a limited liability company

must be delivered before November sixteenth in the year following the calendar year

of the effective date stated in the articles of organization, and the first annual report of

a foreign limited liability company must be delivered before November sixteenth 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 subsections 1 and 2.

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

company or foreign limited liability company for any necessary corrections.

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

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 subsections 1 and 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

limited liability company or foreign 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 terminated or revoked pursuant to section 10-32.1-90.

5. A limited liability company that was terminated for failure to file an annual report, or a

foreign limited liability company whose authority was forfeited by failure to file an

annual report, may be reinstated pursuant to section 10-32.1-91.
N.D. Cent. Code § 10-15-49 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-49
10-15-49. Amounts due unknown persons
Status: in_force

10-15-49. Amounts due unknown persons

Upon liquidation of a cooperative, the assets distributable to persons who are unknown or

cannot be found may be reduced to cash and transferred to the commissioner of university and

school lands and shall be treated as abandoned and unclaimed property under the escheat and

abandoned property laws of the state.
N.D. Cent. Code § 10-33-46 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-46
10-33-46. Director conflicts of interest
Status: in_force

10-33-46. Director conflicts of interest

1. A contract or other transaction between a corporation and its director or a member of

the family of its director; a director of a related organization, or a member of the family

of a director of a related organization; or an organization in or of which the

corporation's director, or a member of the family of its director, is a director, officer, or

legal representative or has a material financial interest, is not void or voidable because

the director or the other individual or organization are parties or because the director is

present at the meeting of the members or the board or a committee at which the

contract or transaction is authorized, approved, or ratified, if at least one of the

requirements of subsection 2 is satisfied.

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

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

contract or transaction has the burden of establishing that the contract or

transaction was, fair and reasonable as to the corporation when it was

authorized, approved, or ratified;

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

interest are fully disclosed or known to the members and the contract or

transaction is approved in good faith by two-thirds of the members entitled to

vote, not counting any vote that the interested director might otherwise have, or

the unanimous affirmative vote of all members, whether or not entitled to vote;

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

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

or committee authorizes, approves, or ratifies the contract or transaction in good

faith by a majority of directors or committee members currently holding office.

However, the interested director or directors may not vote and are not considered

for purposes of a quorum. If as a result the number of remaining directors is not

sufficient to reach a quorum, then a quorum for the purpose of considering the

contract or transaction is the number of remaining directors or committee

members, not counting any vote that the interested director might otherwise have,

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

d. The contract or transaction is a merger or consolidation described in section

10-33-85.

3. For purposes of this section:

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

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

director, officer, employee, or agent of the corporation, even though the first

director is also receiving compensation from the corporation;

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

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

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

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

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

required if the contract or other transaction is between related organizations.
N.D. Cent. Code § 10-19.1-142 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-142
10-19.1-142. Foreign corporation - Transaction of business without certificate of authority
Status: in_force

10-19.1-142. Foreign corporation - Transaction of business without certificate of

authority.

1. A foreign corporation transacting business in this state may not maintain any claim,

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 claim, action, suit, or proceeding in any court of this

state.

3. A foreign corporation, by transacting business 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 transacts business in this state without a valid certificate of

authority is liable to the state for the years or parts of years during which it transacted

business 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 the provisions of this section.

5. A foreign corporation that transacts business in this state without a valid certificate of

authority is subject to a civil penalty, payable to the state, and not to exceed five

thousand dollars. Each director and each officer or agent who authorizes, directs, or

participates in the transaction of business 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, and 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 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 corporation and the further exercise of any

rights and privileges by the corporation in this state. The foreign corporation 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

corporation has otherwise complied with the provisions of 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 transacted business in this state

without a valid certificate of authority.
N.D. Cent. Code § 10-33-65 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-65
10-33-65. Annual meetings of voting members
Status: in_force

10-33-65. Annual meetings of voting members

1. Unless the articles or bylaws provide otherwise, a corporation with voting members

shall hold at least an annual meeting of voting members.

2. If an annual meeting of voting members has not been held during the preceding fifteen

months, at least fifty members with voting rights or ten percent of the members with

voting rights, whichever is less, may demand an annual meeting of members by

written notice of demand given to the president or the secretary of the corporation.

Within thirty days after receipt of the demand, the board shall cause a meeting of

members to be called and held at the expense of the corporation on notice no later

than ninety days after receipt of the demand. If the board fails to cause a meeting to

be called and held as required by this subsection, the members with voting rights

making the demand may call the meeting at the expense of the corporation by giving

notice as required by section 10-33-68.

3. An annual meeting of members must be held at the time and place stated in or fixed in

accordance with the articles or bylaws. If a place is not stated or if a demand for a

meeting is made under subsection 2, the meeting must be held in the county where

the principal executive office of the corporation is located. To the extent authorized in

the articles or bylaws, the board may determine that an annual meeting of the

members shall be held solely by means of remote communication in accordance with

subsection 2 of section 10-33-75.

4. At an annual meeting of members:

a. There must be an election of successors for directors elected by members and

whose terms have expired or whose terms expire at an annual meeting;

b. There must be a report on the activities and financial condition of the corporation;

and

c. The members shall consider and act upon other matters as may be raised

consistent with the notice of meeting requirements.

5. The failure to hold a meeting in accordance with the articles or bylaws does not affect

the validity of a corporate action.
N.D. Cent. Code § 10-06.1-24 — ND Code / Title 10 / Chapter 10-06.1 / Section 10-06.1-24
10-06.1-24. Enforcement - Penalty
Status: in_force

10-06.1-24. Enforcement - Penalty

1. a. The recorder shall mail or deliver a copy of every instrument filed or recorded,

within thirty days after the instrument is recorded, to the attorney general if the

instrument documents evidence of a lease agreement or purchase agreement

pursuant to subsection 6 or 7 or if the instrument conveys the title to farmland or

ranchland to a corporation or limited liability company.

b. The attorney general shall commence an action in the district court of the county

in which the substantial portion of farmland or ranchland used in violation of this

chapter is situated if the attorney general has reason to believe that any person is

violating this chapter. The attorney general shall file for record with the recorder of

each county in which any portion of the land is located a notice of the pendency

of the action.

c. If the court finds that the farmland or ranchland is being held in violation of this

chapter, or that a corporation or limited liability company is engaging in the

business of farming or ranching in violation of this chapter, the court shall enter

an order pursuant to the court's findings of fact and conclusions of law. The

attorney general shall file the order for record with the recorder of each county in

which any portion of the land is located. Thereafter, the corporation or limited

liability company shall, within the time set by the court not to exceed one year

from the date of the court's final order, divest itself of the farmland or ranchland

owned or leased by it in violation of this chapter, and cease engaging in the

business of farming or ranching.

d. Except as otherwise provided in subsection 10, any corporation or limited liability

company that fails to comply with the court's order is subject to a civil penalty not

to exceed twenty-five thousand dollars and may be dissolved or terminated by the

secretary of state.

2. The divestment period is deemed to be a covenant running with the title to the

farmland or ranchland against any corporate or limited liability company grantee,

corporate or limited liability company successor, or corporation or limited liability

company assignee of the corporation or limited liability company not authorized to

engage in the business of farming or ranching under this chapter.

3. Any farmland or ranchland not divested within the divestment period prescribed must

be sold at public sale in the manner prescribed by law for the foreclosure of real estate

mortgage by action. In addition, any prospective or threatened violation may be

enjoined by an action brought by the attorney general in the manner provided by law,

including enjoining the corporation or limited liability company from completing

performance on the remainder of any leasehold which is in violation of this chapter.

4. Subject to the divestiture requirements of subsections 5, 6, and 7, a corporation or

limited liability company may acquire farmland or ranchland as security for

indebtedness, by process of law in the collection of debts, or by any procedure for the

enforcement of a lien or claim thereon, whether created by mortgage or otherwise.

5. Unless retention of the farmland or ranchland is permitted under subsection 6 or 7, all

farmland or ranchland acquired as security for indebtedness, in the collection of debts,

or by the enforcement of a lien or claim shall be disposed of within three years after

acquiring ownership, if the acquisition would otherwise violate this chapter.

6. The disposition requirement does not apply to a corporation or limited liability company

that has acquired title to the farmland or ranchland through the process of foreclosure

of a mortgage, or a deed from a mortgagor instead of a foreclosure, if, by the

expiration of one month after what is or what would have been the redemption period

of the mortgage if the mortgage had been foreclosed, that corporation or limited

liability company leases to the prior mortgagor from whom it was acquired, with an

option to purchase, and if documents evidencing the lease agreement have been filed

with the recorder of each county in which the land is located. A copy of a notice of

lease is sufficient evidence. The exemption in this subsection applies for only five

years and then only if the property has been appraised in accordance with

subsection 8. The annual lease payments required of the tenant may not exceed

seven percent of the appraised value.

7. The disposition requirement does not apply to a corporation or limited liability company

that has acquired title to the farmland or ranchland through the process of foreclosure

of a mortgage, or a deed from the mortgagor instead of foreclosure, if, by the

expiration of one month after what is or what would have been the redemption period

of the mortgage if the mortgage had been foreclosed, that corporation or limited

liability company contracts for the sale of the land to the prior mortgagor from whom it

was acquired, and if documents evidencing the purchase agreement have been filed

with the recorder of each county in which the land is located. A copy of a notice of the

contract for deed is sufficient evidence. An exemption under this subsection is valid

only if an appraisal has been made in accordance with subsection 8, and if it is valid,

the exemption is unlimited in duration. The sale price may not exceed the price

determined by the appraisers.

8. If an appraisal is required, the appraisal must be made by three independent

appraisers, one selected by the corporation or limited liability company, one selected

by the prior mortgagor, and the third selected by the first two appraisers.

9. If a corporation or limited liability company holds farmland or ranchland pending

divestiture, and the holding is not otherwise regulated under this section, the land must

be leased to persons actually engaged in the business of farming or ranching and a

disposal may not be to a corporation or limited liability company unless ownership by

that corporation or limited liability company is authorized under this chapter.

10. The civil penalty for a violation of section 10-06.1-10 may not exceed one hundred

thousand dollars.

11. Except as provided in subsection 10, any corporation or limited liability company

continuing to violate this chapter is subject to a civil penalty not to exceed twenty-five

thousand dollars and may be dissolved or terminated by the attorney general in

accordance with the laws of this state.
N.D. Cent. Code § 10-33-17 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-17
10-33-17. Effect of amendment
Status: in_force

10-33-17. Effect of amendment

1. An amendment does not affect an existing cause of action in favor of or against the

corporation, nor a pending suit to which the corporation is a party, nor the existing

rights of persons other than members.

2. If the corporate name is changed by the amendment, a suit brought by or against the

corporation under its former name does not abate for that reason.

3. When effective under section 10-33-19, an amendment restating the articles in their

entirety supersedes the original articles and all amendments to the original articles.

4. Assets held by a corporation, including income or fees from services, are restricted to

the uses and purposes for which the property was received or held.
N.D. Cent. Code § 10-32.1-55 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-55
10-32.1-55. Merger, conversion, and domestication - Definitions
Status: in_force

10-32.1-55. Merger, conversion, and domestication - Definitions

For the purposes of sections 10-32.1-55 through 10-32.1-71, unless the context otherwise

requires:

1. "Constituent limited liability company" means a constituent organization that is a

limited liability company.

2. "Constituent organization" means an organization that is party to a merger or

exchange.

3. "Converted organization" means the organization into which a converting organization

converts pursuant to sections 10-32.1-61 through 10-32.1-66.

4. "Converting limited liability company" means a converting organization that is a limited

liability company.

5. "Converting organization" means an organization that converts into another

organization pursuant to section 10-32.1-61.

6. "Domesticated company" means the company that exists after a domesticating foreign

limited liability company or limited liability company effects a domestication pursuant to

sections 10-32.1-67 through 10-32.1-71.

7. "Domesticating company" means the company that effects a domestication pursuant to

sections 10-32.1-67 through 10-32.1-71.

8. "Governing statute" of an organization means:

a. With respect to a domestic organization, the following chapters of this code which

govern the internal affairs of the organization:

(1) If a corporation, then chapter 10-19.1;

(2) If a limited liability company, then this chapter;

(3) If a general partnership, then chapters 45-13 through 45-21;

(4) If a limited partnership, then chapter 45-10.2;

(5) If a limited liability partnership, then chapter 45-22; and

(6) If a limited liability limited partnership, then chapter 45-23; and

b. With respect to a foreign organization, the laws of the jurisdiction under which the

organization is created and which govern the internal affairs of the organization.

9. "Organization" has the meaning provided in subsection 38 of section 10-32.1-02.

10. "Organizational documents" means:

a. For a domestic or foreign general partnership, its partnership agreement;

b. For a limited partnership or foreign limited partnership, its certificate of limited

partnership and partnership agreement;

c. For a domestic or foreign limited liability company, its certificate or articles of

organization and operating agreement, or comparable records as provided in its

governing statute;

d. For a business trust, its agreement of trust and declaration of trust;

e. For a domestic or foreign corporation for profit, its articles of incorporation,

bylaws, and other agreements among its shareholders which are authorized by

its governing statute, or comparable records as provided in its governing statute;

and

f. For any other organization, the basic records that create the organization and

determine its internal governance and the relations among the persons that own

it, have an interest in it, or are members of it.

11. "Originating Records" has the meaning provided in subsection 39 of section

10-32.1-02.

12. "Personal liability" means liability for a debt, obligation, or other liability of an

organization which is imposed on a person that co-owns, has an interest in, or is a

member of the organization:

a. By the governing statute solely by reason of the person co-owning, having an

interest in, or being a member of the organization; or

b. By the organizational documents of the organization under a provision of the

governing statute authorizing those documents to make one or more specified

persons liable for all or specified debts, obligations, or other liabilities of the

organization solely by reason of the person or persons co-owning, having an

interest, or interests in, or being a member, or members of the organization.

13. "Surviving organization" means the organization resulting from a merger which:

a. May pre-exist the merger; or

b. May be created by the merger.
N.D. Cent. Code § 10-33-21 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-21
10-33-21. General powers
Status: in_force

10-33-21. General powers

1. A corporation has the powers set forth in this section, subject to any limitations

provided in any other statute of this state or in its articles.

2. A corporation has perpetual duration.

3. A corporation may sue and be sued, complain and defend and participate as a party or

otherwise in any legal, administrative, or arbitration proceeding, in its corporate name.

4. A corporation may purchase, lease, or otherwise acquire, own, hold, improve, and use

and otherwise deal in and with real or personal property, or any interest in property,

wherever situated.

5. A corporation may sell, convey, mortgage, create a security interest in, lease,

exchange, transfer, or otherwise dispose of all or any part of its real or personal

property, or any interest in property, wherever situated.

6. A corporation may purchase, subscribe for, or otherwise acquire, own, hold, vote, use,

employ, sell, exchange, mortgage, lend, create a security interest in, or otherwise

dispose of, use and deal in and with, securities or other interests in, or obligations of, a

person or direct or indirect obligations of any domestic or foreign government or

instrumentality.

7. A corporation may make contracts and incur liabilities, borrow money, issue its

securities, and secure any of its obligations by mortgage of or creation of a security

interest in all or any of its property, franchises, and income. All assets received by a

corporation from donors for special use or purpose must be designated as temporarily

restricted or permanently restricted in accordance with the applicable generally

accepted accounting principles and disclosed on the corporation's financial

statements. A corporation may pledge as collateral, grant a security interest in, or

borrow from assets initially designated as temporarily restricted only for purposes that

are in accordance with the donor's restrictions. A corporation may not pledge as

collateral, grant a security interest in, or borrow from assets designated as

permanently restricted assets.

8. A corporation may invest and reinvest its funds.

9. A corporation may take and hold real and personal property, whether or not of a kind

sold or otherwise dealt in by the corporation, as security for the payment of money

loaned, advanced, or invested.

10. A corporation may conduct its activities, carry on its operations, have offices, and

exercise the powers granted by this chapter anywhere in the universe.

11. Except as otherwise prohibited by law, a corporation may make donations, irrespective

of corporate benefit, for:

a. The public welfare;

b. Social, community, charitable, religious, educational, scientific, civic, literary, and

testing for public safety purposes, and for similar or related purposes;

c. The purpose of fostering national or international amateur sports competition; and

d. The prevention of cruelty to children and animals, and for similar or related

purposes.

12. A corporation may pay pensions, retirement allowances, and compensation for past

services and establish employee or incentive benefit plans, trusts, and provisions for

the benefit of the corporation and the corporation's related organizations' officers,

managers, directors, governors, employees, and agents and, in the case of a related

organization that is a limited liability company, members who provide services to the

limited liability company, and the families, dependents, and beneficiaries of any of

them. It may indemnify and purchase and maintain insurance for a fiduciary of any of

these employee benefit and incentive plans, trusts, and provisions.

13. A corporation may participate in any capacity in the promotion, organization,

ownership, management, and operation of any organization or in any transaction,

undertaking, or arrangement that the participating corporation would have power to

conduct by itself, whether or not the participation involves sharing or delegation of

control.

14. A corporation may provide for its benefit life insurance and other insurance with

respect to the services of its officers, directors, employees, and agents, or on the life of

a member for the purpose of acquiring, at the death of the member, any membership

interests in the corporation owned by the member.

15. A corporation may have, alter at pleasure, and use a corporate seal as provided in

section 10-33-22.

16. A corporation may adopt, amend, and repeal bylaws relating to the management of the

activities or the regulation of the affairs of the corporation as provided in section

10-33-26.

17. A corporation may establish committees of the board of directors, elect or appoint

persons to the committees, and define their duties as provided in section 10-33-44 and

fix their compensation.

18. A corporation may elect or appoint officers, employees, and agents of the corporation,

and define their duties and fix their compensation.

19. A corporation may lend money to, guarantee an obligation of, become a surety for, or

otherwise financially assist persons as provided in section 10-33-82.

20. A corporation may make advances to its directors, officers, and employees and those

of its subsidiaries as provided in section 10-33-83.

21. A corporation shall indemnify those persons identified in section 10-33-84 against

certain expenses and liabilities only as provided in section 10-33-84 and may

indemnify other persons.

22. A corporation may conduct all or part of its activities under one or more trade names

as provided in chapter 47-25.

23. A corporation may take, receive, and hold real and personal property, including the

principal and interest of money or other funds, that is given, conveyed, bequeathed,

devised to, or vested in the corporation in trust when the corporation or a related

organization has a vested or contingent interest in the trust.

24. Except when the trust instrument prescribes otherwise, a corporation may invest trust

property or its proceeds in accordance with chapters 59-09, 59-10, 59-11, 59-12,

59-13, 59-14, 59-15, 59-16, 59-17, 59-18, and 59-19.

25. A corporation may be a member of or the owner of the ownership interest in another

domestic or foreign organization.

26. A corporation may dissolve and wind up.

27. A corporation may merge and consolidate with other domestic or foreign nonprofit

corporations organized for related purposes.

28. A corporation conducting activities as a hospital may merge with a corporation

incorporated for profit and form a corporation under this chapter.

29. A corporation may acquire an owner's interest in another organization.

30. A corporation may have and exercise all other powers necessary or convenient to

effect any or all of the purposes for which the corporation is incorporated.
N.D. Cent. Code § 10-33-55 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-55
10-33-55. Delegation by officers
Status: in_force

10-33-55. Delegation by officers

Unless prohibited by the articles or bylaws or by a resolution adopted by the board, an

officer elected or appointed by the board, without the approval of the board, may delegate some

or all of the duties and powers of an office to other individuals. An officer who delegates the

duties or powers of an office remains subject to the standard of conduct for an officer with

respect to the discharge of all duties and powers so delegated.
N.D. Cent. Code § 10-19.1-26 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-26
10-19.1-26. General powers
Status: in_force

10-19.1-26. General powers

1. A corporation has the powers set forth in this section, subject to any limitations

provided in any other statute of this state or in its articles.

2. A corporation has perpetual duration.

3. A corporation may sue and be sued, complain and defend and participate as a party or

otherwise in any legal, administrative, or arbitration proceeding, in its corporate name.

4. A corporation may purchase, lease, or otherwise acquire, own, hold, improve, use and

otherwise deal in and with, real or personal property, or any interest in property,

wherever situated.

5. A corporation may sell, convey, mortgage, create a security interest in, lease,

exchange, transfer, or otherwise dispose of all or any part of its real or personal

property, or any interest in property, wherever situated.

6. A corporation may purchase, subscribe for, or otherwise acquire, own, hold, vote, use,

employ, sell, exchange, mortgage, lend, create a security interest in, or otherwise

dispose of, use and deal in and with, securities or other interests in, or obligations of, a

person or direct or indirect obligations of any domestic or foreign government or

instrumentality.

7. A corporation may make contracts and incur liabilities, borrow money, issue its

securities, and secure any of its obligations by mortgage of or creation of a security

interest in all or any of its property, franchises, and income.

8. A corporation may invest and reinvest its funds.

9. A corporation may take and hold real and personal property, whether or not of a kind

sold or otherwise dealt in by the corporation, as security for the payment of money

loaned, advanced, or invested.

10. A corporation may conduct its business, carry on its operations, have offices, and

exercise the powers granted by this chapter anywhere in the universe.

11. Except as otherwise prohibited by law, a corporation may make donations, irrespective

of corporate benefit, for the public welfare; for social, community, charitable, religious,

educational, scientific, civic, literary, testing, and public safety purposes; for the

purpose of fostering national or international amateur sports competition; the

prevention of cruelty to children and animals; and for similar or related purposes.

12. A corporation may pay pensions, retirement allowances, and compensation for past

services, and establish employee or incentive benefit plans, trusts, and provisions for

the benefit of its and its related organizations' officers, managers, directors, governors,

employees, and agents and, in the case of a related organization that is a limited

liability company, members who provide services to the limited liability company, and

the families, dependents, and beneficiaries of any of them. It may indemnify and

purchase and maintain insurance for a fiduciary of any of these employee benefit and

incentive plans, trusts, and provisions.

13. A corporation may participate in any capacity in the promotion, organization,

ownership, management, and operation of any organization or in any transaction,

undertaking, or arrangement that the participating corporation would have power to

conduct by itself, whether or not the participation involves sharing or delegation of

control.

14. A corporation may provide for its benefit life insurance and other insurance with

respect to the services of its officers, directors, employees, and agents, or on the life of

a shareholder for the purpose of acquiring at the death of the shareholder any or all

shares in the corporation owned by the shareholder.

15. A corporation may have, alter at pleasure, and use a corporate seal as provided in

section 10-19.1-27.

16. A corporation may adopt, amend, and repeal bylaws relating to the management of the

business or the regulation of the affairs of the corporation as provided in section

10-19.1-31.

17. A corporation may establish committees of the board of directors, elect or appoint

persons to the committees, and define their duties as provided in section 10-19.1-48

and fix their compensation.

18. A corporation may elect or appoint officers, employees, and agents of the corporation,

and define their duties and fix their compensation.

19. A corporation may issue securities and rights to purchase securities as provided in

sections 10-19.1-61 through 10-19.1-69.

20. A corporation may lend money to, guarantee an obligation of, become a surety for, or

otherwise financially assist persons as provided in section 10-19.1-89.

21. A corporation may make advances to its directors, officers, and employees and those

of its subsidiaries as provided in section 10-19.1-90.

22. A corporation shall indemnify those persons identified in section 10-19.1-91 against

certain expenses and liabilities only as provided in section 10-19.1-91 and may

indemnify other persons.

23. A corporation may conduct all or part of its business under one or more trade names

as provided in chapter 47-25.

24. A corporation may acquire an ownership interest in another organization.

25. A corporation may have and exercise all other powers necessary or convenient to

effect any or all of the business purposes for which the corporation is incorporated.

26. A corporation only may seek to obtain a license or permit required of the state after the

articles of incorporation are filed with the secretary of state.
N.D. Cent. Code § 10-33-34 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-34
10-33-34. Cumulative voting for directors
Status: in_force

10-33-34. Cumulative voting for directors

Unless the articles provide otherwise, there is no cumulative voting.
N.D. Cent. Code § 10-35-19 — ND Code / Title 10 / Chapter 10-35 / Section 10-35-19
10-35-19. Conduct and business of shareholder meetings
Status: in_force

10-35-19. Conduct and business of shareholder meetings

1. There must be a presiding officer at every meeting of the shareholders of a publicly

traded corporation. The presiding officer must be appointed in the manner provided in

the articles or bylaws or, in the absence of such a provision, by the board before the

meeting or by the shareholders at the meeting. If the articles or bylaws are silent on

the appointment of a presiding officer and the board and the shareholders fail to

designate a presiding officer, the president is the presiding officer.

2. Except as otherwise provided in the articles or bylaws or, in the absence of such a

provision, by the board before the meeting, the presiding officer determines the order

of business and has the authority to establish rules for the conduct of the meeting.

3. The order of business and rules for the conduct of a meeting and any action by the

presiding officer must:

a. Be reasonable;

b. Be fair to all of the shareholders; and

c. May not favor or disadvantage the proponent of any action to be taken at the

meeting.

4. The presiding officer may announce at the meeting when the polls close for each

matter voted upon. If no announcement is made, the polls close upon the final

adjournment of the meeting, except as provided in subsection 1 of section 10-35-09.

After the polls close, ballots, proxies, and votes may not be accepted, and changes

and revocations of ballots, proxies, or votes may not be made.
N.D. Cent. Code § 10-32.1-02 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-02
10-32.1-02. Definitions
Status: in_force

10-32.1-02. Definitions

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

1. "Acquiring organization" means the domestic or foreign organization that acquires the

ownership interests of another foreign or domestic organization in an exchange.

2. "Address" means:

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

which may not be only a post-office box, including a zip code, or the actual office

location; and

b. In all other cases, the mailing address, including a zip code.

3. "Board" means the board of governors, however designated, of a board-managed

limited liability company.

4. "Board-managed limited liability company" means a limited liability company that

qualifies as such under subsection 1 of section 10-32.1-39.

5. "Bylaws" means any rule, resolution, or other provision, regardless how designated,

that:

a. Relates to the management of the business or the regulation of the affairs of the

limited liability company; and

b. Was expressly part of the bylaws by the action, taken from time to time under

section 10-32.1-39 by the board or the members.

6. "Class", when used with reference to membership interests, means a category of

membership interests which differs in one or more rights or preferences from another

category of membership interests of the limited liability company.

7. "Closely held limited liability company" means a limited liability company that does not

have more than thirty-five members.

8. "Contribution" means any benefit provided by a person to a limited liability company:

a. In order to become a member upon formation of the company and in accordance

with an agreement between or among the persons that have agreed to become

the initial members of the company;

b. In order to become a member after formation of the company and in accordance

with an agreement between the person and the company; or

c. In the capacity of the person as a member and in accordance with the operating

agreement or an agreement between the member and the company.

9. "Corporation" or "domestic corporation" means a corporation, other than a foreign

corporation, organized for profit and incorporated under chapter 10-19.1.

10. "Debtor in bankruptcy" means a person that is the subject of:

a. An order for relief under United States Code, title 12, or a successor statute of

general application; or

b. A comparable order under federal, state, or foreign law governing insolvency.

11. "Dissolution" means that the limited liability company incurred an event under

subsection 1 of section 10-32.1-50 that obligates the limited liability company to wind

up the affairs of the limited liability company and to terminate the existence of the

limited liability company as a legal entity.

12. "Distribution", except as otherwise provided in subsection 7 of section 10-32.1-31,

means a transfer of money or other property from a limited liability company to another

person on account of a transferable interest.

13. "Effective", with respect to a record required or permitted to be filed with the secretary

of state under this chapter, means effective under subsection 3 of section 10-32.1-86.

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

optical, electromagnetic, or similar capabilities.

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

the physical transmission of paper:

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

of the communication; or

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

automated process.

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

or stored by electronic means.

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

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

to sign the record.

18. "Filed documents" means:

a. In the case of a limited liability company organized under this chapter, articles of

organization, articles of amendment, a statement of correction, restated articles of

organization, a statement of change of registered office, registered agent, or

name of registered agent, a statement establishing or fixing the rights and

preferences of a class or series of membership interests, articles of merger,

articles of abandonment, articles of conversion, articles of domestication,

statement of authority or a statement amending or canceling a statement of

authority, and articles of dissolution and termination.

b. In the case of a foreign limited liability company, the term includes all records

serving a similar function required to be filed with the secretary of state or other

state office of the state of organization of the foreign limited liability company.

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

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

the fees provided in section 10-32.1-92, has been delivered or communicated to

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

the secretary of state, and has been determined by the secretary of state to

conform to law.

b. That the secretary of state did then:

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

effective date of the filing which may not be later than ninety days after the

date on which the record was accepted; and

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

20. "Foreign corporation" means a corporation organized for profit that is incorporated

under laws other than the laws of this state for a purpose for which a corporation may

be incorporated under chapter 10-19.1.

21. "Foreign limited liability company" means a limited liability company which is organized

under or governed by laws other than the laws of this state for a purpose for which a

limited liability company may be organized under this chapter.

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

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

this state.

23. "Good faith" means honesty in fact in the conduct of the act or transaction concerned.

24. "Governing body" means for an organization that is:

a. A corporation, its board of directors;

b. A limited liability company that is:

(1) Member-managed, its members;

(2) Board-managed, its board of governors; or

(3) Manager-managed, its managers; or

c. Any other organization, the body selected by its owners that has the ultimate

power to determine the policies of the organization and to control its policies.

25. "Governor" means a member of the board, however designated, of a board-managed

limited liability company.

26. "Intentionally" means that the person referred to either has a purpose to do or fail to do

the act or cause the result specified or believes that the act or failure to act, if

successful, will cause that result and as such a person "intentionally" violates a

statute:

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

statute; or

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

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

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

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

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

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

custodian, or conservator.

28. "Limited liability company", or "domestic limited liability company" means a limited

liability company, other than a foreign limited liability company, organized under or

governed by this chapter excluding a nonprofit limited liability company organized

under or governed by chapter 10-36.

29. "Manager" means an individual who is eighteen years of age or more who under the

operating agreement of a manager-managed limited liability company is responsible,

alone or in concert with others, for performing the management functions stated in

subsection 3 of section 10-32.1-39.

30. "Manager-managed limited liability company" means a limited liability company that

qualifies as such under subsection 1 of section 10-32.1-39.

31. "Member" means a person that has become a member of a limited liability company

under section 10-32.1-27 and has not dissociated under section 10-32.1-48.

32. "Membership interest" means one of the units, however designated, of which the

proprietary interests of a member in a limited liability company is divided.

33. "Member-managed limited liability company" means a limited liability company that is

not a manager-managed limited liability company or a board-managed limited liability

company.

34. "Nonprofit limited liability company" means a limited liability company organized under

or governed by chapter 10-36.

35. "Notice" has the meaning provided in section 10-32.1-04.

36. "Operating agreement" means the agreement, whether or not referred to as an

operating agreement and whether oral, in a record, implied, or in any combination

thereof, of all the members of a limited liability company, including a sole member,

concerning the matters described in subsection 1 of section 10-32.1-13 and includes

the operating agreement as amended or restated.

37. With respect to "oppressive":

a. "Oppressive", with respect to an application brought by a member under

paragraph 2 of subdivision 3 of subsection 1 of section 10-32.1-50, means

conduct:

(1) Engaged in by one or more:

(a) Members in a member-managed limited liability company or who are

otherwise in control of any limited liability company;

(b) Managers in a manager-managed limited liability company; or

(c) Governors of a board-managed limited liability company;

(2) That occurs with respect to the capacity of the applicant member as:

(a) A member, manager, or governor of a limited liability company; or

(b) An employee of a limited liability company with thirty-five or fewer

members; and

(3) That is unfairly prejudicial to the applicant member in a capacity listed in

subdivision b, because the conduct frustrated an expectation of the

applicant member that:

(a) Is reasonable in light of the reasonable expectations of the other

members;

(b) Was material to the decision of the applicant to become a member of

the limited liability company or for a substantial time has been material

during the continuing membership of the member;

(c) Was known to other members or that the other members had reason

to know; and

(d) Is not contrary to the operating agreement as applied consistently with

the contractual obligation of good faith and fair dealing under

subsection 4 of section 10-32.1-41.

b. For the purposes of subdivision a, conduct:

(1) Includes words, action, inaction, and any combination of words, action, or

inaction; and

(2) Is not oppressive solely by reason of a good faith disagreement as to the

content, interpretation, or application of the operating agreement of the

company.

38. "Organization":

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

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

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

b. Excludes:

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

incorporated under chapter 10-33 or a foreign nonprofit corporation which is

incorporated in another jurisdiction; or

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

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

nonprofit limited liability company which is organized in another jurisdiction.

39. "Organizer" means a person that acts under section 10-32.1-20 to form a limited

liability company.

40. "Originating records" means for an organization which is:

a. A corporation, its articles of incorporation;

b. A limited liability company, its articles of organization;

c. A limited partnership, its certificate of limited partnership;

d. A limited liability partnership, its registration; or

e. A limited liability limited partnership, its certificate of limited liability limited

partnership.

41. "Owners" means the holders of ownership interests in an organization.

42. "Ownership interests" means for a domestic or foreign organization that is:

a. A corporation, its shares;

b. A limited liability company, its transferable interests;

c. A limited partnership, its partnership interests or transferable interests;

d. A general partnership, its partnership interests or transferable interests;

e. A limited liability partnership, its partnership interests or transferable interests;

f. A limited liability limited partnership, its partnership interests or transferable

interests; or

g. Any other organization, its governance or transferable interests.

43. "Principal executive office" means:

a. If the limited liability company has an elected or appointed president, then an

office where the elected or appointed president of the limited liability company

has an office; or

b. If the limited liability company has no elected or appointed president, then the

registered office of the limited liability company.

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

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

45. "Recorded in the real property records" means that a certified copy of a record

meeting the applicable requirements of this chapter, including containing a legal

description of the property affected by the record, as filed with the secretary of state,

has been recorded in the office of the county recorder in the county in which the real

property affected by the record is located.

46. "Registered office" means:

a. The office that a limited liability company is required to designate and maintain

under section 10-32.1-16; or

b. The office that a foreign limited liability company is required to designate and

maintain under section 10-32.1-78.

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

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

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

substantially simultaneous basis.

48. "Series" means a category of membership interests, within a class of membership

interests, that has some of the same rights and preferences as other membership

interests within the same class, but that differ in one or more rights and preferences

from another category of membership interests within that class.

49. "Sign" or "Signed" means:

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

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

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

record, is placed on a record with the present intention to authenticate that

record.

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

state, that:

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

the articles or organization, a member-control agreement, or the bylaws or a

resolution approved by the governors as required by section 10-32.1-39 or

the members as required by section 10-32.1-39; and

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

acceptable by the secretary of state.

c. The initial articles of organization must be signed by at least one person acting as

an organizer.

d. A record filed on behalf of a dissolved limited liability company that has no

members must be signed:

(1) By the person winding up the activities of the company under subsection 3

of section 10-31.2-51; or

(2) By a person appointed under subsection 4 of section 10-32.1-51, to wind up

those activities.

e. A statement of denial by a person under section 10-32.1-25 must be signed by

that person.

f. Any other record filed under this chapter may be signed by an agent pursuant to

chapters 3-01, 3-02, 3-03, and 3-04.

50. "State" means a state of the United States, the District of Columbia, Puerto Rico, the

United States Virgin Islands, or any territory or insular possession subject to the

jurisdiction of the United States.

51. "Termination" means the end of the existence of a limited liability company as a legal

entity and occurs when:

a. Articles of dissolution and termination are filed with the secretary of state under

section 10-32.1-51 together with the fees provided in section 10-32.1-92.

b. Articles of dissolution and termination are considered filed with the secretary of

state under subsection 3 of section 10-32.1-59, together with the fees provided in

section 10-32.1-92.

c. Notice of termination has been issued by the secretary of state as provided in

section 10-32.1-90.

52. "Transfer" includes an assignment, conveyance, deed, bill of sale, lease, mortgage,

security interest, encumbrance, gift, and transfer by operation of law.

53. "Transferable interest" or "membership interest" means the right, as originally

associated with the capacity of a person as a member, to receive distributions from a

limited liability company in accordance with the operating agreement, whether or not

the person remains a member or continues to own any part of the right.

54. "Transferee" means a person to which all or part of a transferable interest has been

transferred, whether or not the transferor is a member.

55. "Vote" includes authorization by written action.

56. "Winding up" means the period triggered by dissolution during which the limited liability

company ceases to carry on business, except to the extent necessary for concluding

affairs, and disposing of assets under section 10-32.1-51.

57. "Written action" means:

a. A written record signed by every person required to take the action described;

and

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

described.

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

(2) All the counterparts, taken together, constitute one written action by all of

the persons signing them.
N.D. Cent. Code § 10-04-08.5 — ND Code / Title 10 / Chapter 10-04 / Section 10-04-08.5
10-04-08.5. Financial exploitation - Vulnerable adult
Status: in_force

10-04-08.5. Financial exploitation - Vulnerable adult

1. As used in this section:

a. "Eligible adult" means an adult who is at least sixty-five years old or a vulnerable

adult as defined in section 50-25.2-01.

b. "Financial exploitation" means:

(1) The wrongful or unauthorized taking, withholding, appropriation, or use of

money, assets, or property of an eligible adult; or

(2) Any act or omission taken by a person, including through the use of a power

of attorney, guardianship, or conservatorship of an eligible adult, to:

(a) Obtain control, through deception, intimidation, or undue influence,

over the eligible adult's money, assets, or property, to deprive the

eligible adult of the ownership, use, benefit, or possession of the

eligible adult's money, assets, or property; or

(b) Convert money, assets, or property of the eligible adult to deprive the

eligible adult of the ownership, use, benefit, or possession of the

eligible adult's money, assets, or property.

c. "Qualified individual" means any agent, investment adviser representative, or

person who serves in a supervisory, compliance, or legal capacity for a broker-

dealer or investment adviser.

2. If a qualified individual reasonably believes financial exploitation of an eligible adult

may have occurred, may have been attempted, or is being attempted, the qualified

individual shall notify the department of health and human services and the

commissioner.

3. If a qualified individual reasonably believes financial exploitation of an eligible adult

may have occurred, may have been attempted, or is being attempted, a qualified

individual may notify a third party reasonably associated with the eligible adult or any

other person permitted under state or federal law or rule, rules of a self-regulating

organization, or customer agreement. Disclosure may not be made to a designated

third party who is suspected of financial exploitation or other abuse of the eligible

adult.

4. A qualified individual who in good faith and exercising reasonable care discloses

information under this section is immune from administrative or civil liability that might

otherwise result from disclosure or for any failure to notify the customer of the

disclosure.

5. a. A broker-dealer or investment adviser may delay a transaction or disbursement of

funds or securities from an account of an eligible adult or an account on which an

eligible adult is a beneficiary if:

(1) The broker-dealer or investment adviser reasonably believes the requested

transaction or disbursement may result in financial exploitation of an eligible

adult after initiating an internal review of the requested transaction or

disbursement and the suspected financial exploitation; and

(2) The broker-dealer or investment adviser:

(a) Provides written notification of the delay and the reason for the delay

to all parties authorized to transact business on the account, unless a

party is reasonably believed to have engaged in suspected or

attempted financial exploitation of the eligible adult, within two days

after the requested transaction or disbursement;

(b) Notifies the department of health and human services and the

commissioner within two days after the requested transaction or

disbursement; and

(c) Continues its internal review of the suspected or attempted financial

exploitation of the eligible adult as necessary.

b. Any delay of a transaction or disbursement authorized by this section expires

upon the earlier of:

(1) A determination by the broker-dealer or investment adviser that the

transaction or disbursement will not result in financial exploitation of the

eligible adult; or

(2) Fifteen business days after the date on which the broker-dealer or

investment adviser first delayed the transaction or disbursement of the funds

or securities, unless the department of health and human services or the

commissioner requests the broker-dealer or investment adviser extend the

delay, in which case the delay expires within twenty-five business days after

the date the broker-dealer or investment adviser first delayed the transaction

or disbursement of the funds or securities unless the delay is terminated by

either of the agencies or an order of a court of competent jurisdiction.

c. A court of competent jurisdiction or the commissioner may enter an order

extending the delay of the transaction or disbursement of funds or securities or

may order other protective relief based on the broker-dealer, investment adviser,

or other interested party's petition that initiated the delay under this section.

6. A broker-dealer or investment adviser who in good faith and exercising reasonable

care complies with this section is immune from any administrative or civil liability that

may otherwise arise from a delay in the transaction or disbursement in accordance

with this section.

7. A broker-dealer or investment adviser shall provide access to or copies of records that

are relevant to the suspected or attempted financial exploitation of an eligible adult to

the department of health and human services and to law enforcement, either as part of

a referral to the department or to law enforcement, or upon request of the department

or law enforcement pursuant to an investigation. The records may include historical

records and records relating to the most recent transaction that may comprise financial

exploitation of an eligible adult. Any record provided to the department of health and

human services or law enforcement under this section is an exempt record under

chapter 44-04. This section does not limit or otherwise impede the authority of the

commissioner to access or examine the books and records of a broker-dealer or

investment adviser as otherwise provided by law.