N.D. Cent. Code § 10-19.1-147 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-147
10-19.1-147. Fees for filing records - Issuing certificates - License fees
Status: reserved

10-19.1-147. Fees for filing records - Issuing certificates - License fees

The secretary of state shall charge and collect for:

1. Filing articles of incorporation and issuing a certificate of incorporation, one hundred

dollars.

2. Filing articles of amendment, twenty dollars.

3. Filing a statement of correction, twenty dollars.

4. Filing restated articles of incorporation, thirty dollars.

5. Filing articles of conversion of a corporation or a certificate of fact of conversion of a

foreign corporation, fifty dollars and:

a. If the organization resulting from the conversion will be a domestic organization

governed by the laws of this state, then the fees provided by the governing laws

to establish or register a new organization like the organization resulting from the

conversion; or

b. If the organization resulting from the conversion will be a foreign organization that

will transact business in this state, then the fees provided by the governing laws

to obtain a certificate of authority or register an organization like the organization

resulting from the conversion.

6. Filing abandonment of conversion, fifty dollars.

7. Filing articles of merger or consolidation and issuing a certificate of merger or

consolidation, fifty dollars.

8. Filing articles of abandonment of merger, fifty dollars.

9. Filing an application to reserve a corporate name, ten dollars.

10. Filing a notice of transfer of a reserved corporate name, ten dollars.

11. Filing a cancellation of reserved corporate name, ten dollars.

12. Filing a consent to use of name, ten dollars.

13. Filing a statement of change of address of registered office, change of registered

agent, or both, or a change of address of registered office by registered agent, the fee

provided in section 10-01.1-03.

14. Filing a statement of the establishment of a series of shares, twenty dollars.

15. Filing a statement of cancellation of shares, twenty dollars.

16. Filing a statement of reduction of stated capital, twenty dollars.

17. Filing a statement of intent to dissolve, ten dollars.

18. Filing a statement of revocation of voluntary dissolution proceedings, ten dollars.

19. Filing articles of dissolution, twenty dollars.

20. Filing an application of a foreign corporation for a certificate of authority to transact

business in this state and issuing a certificate of authority, one hundred forty-five

dollars.

21. Filing an application of a foreign corporation for an amended certificate of authority to

transact business in this state and issuing an amended certificate of authority, forty

dollars.

22. Filing a certificate of fact stating a merger or consolidation of a foreign corporation

holding a certificate of authority to transact business in this state, fifty dollars.

23. Filing an application for withdrawal of a foreign corporation and issuing a certificate of

withdrawal, twenty dollars.

24. Filing an annual report of a corporation or foreign corporation, twenty-five dollars.

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

annual report as follows:

(1) Within ninety days after the date provided in subsection 3 of section

10-19.1-146, twenty dollars;

(2) Thereafter, sixty dollars; and

(3) After the involuntary dissolution of a corporation, or the revocation of the

certificate of authority of a foreign corporation, the reinstatement fee of one

hundred thirty-five dollars.

b. Fees paid to the secretary of state according to this subsection are not refundable

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

lacks information required by section 10-19.1-146, or the annual report lacks

sufficient payment as required by this subsection.

25. Filing any process, notice, or demand for service, the fee provided in section

10-01.1-03.

26. Furnishing a certified copy of any record, instrument, or paper relating to a corporation,

the fee provided in section 54-09-04 for copying a record and fifteen dollars for the

certificate and affixing the seal thereto.

27. Any record submitted for approval before the actual time of submission for filing,

one-half of the fee provided in this section for filing the record.

28. Filing any other statement of a corporation or foreign corporation, ten dollars.
N.D. Cent. Code § 10-32.1-75 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-75
10-32.1-75. Foreign limited liability company - Application for a certificate of authority
Status: in_force

10-32.1-75. Foreign limited liability company - Application for a certificate of authority

1. An applicant for the certificate shall file with the secretary of state a certificate of status

from the filing office in the jurisdiction in which the foreign limited liability company is

organized and an application executed by an authorized person and setting forth:

a. The name of the foreign limited liability company and, if different, the name under

which it proposes to transact business in this state;

b. The jurisdiction of its organization;

c. With respect to a registered agent:

(1) The name of the commercial registered agent as required by chapter

10-01.1; or

(2) If a noncommercial registered agent, then the name and address in this

state of the noncommercial registered agent;

d. The date, if any, on which the foreign limited liability company expires in the

jurisdiction of its organization;

e. The purpose the foreign limited liability company proposes to pursue in

transacting its business in this state;

f. The names and addresses of the governors and managers of the foreign limited

liability company; and

g. Any additional information deemed appropriate by the secretary of state to

determine whether the foreign limited liability company is entitled to a certificate

of authority to transact business in this state.

2. The application must be on forms prescribed by the secretary of state and

accompanied by payment of the fees provided in section 10-32.1-92 together with a

certificate of good standing or a certificate of existence duly authenticated by the

organizing officer of the state or country where the foreign limited liability company is

organized.
N.D. Cent. Code § 10-35-30 — ND Code / Title 10 / Chapter 10-35 / Section 10-35-30
10-35-30. Collection of publicly traded corporation franchise fee - Preferred debt
Status: in_force

10-35-30. Collection of publicly traded corporation franchise fee - Preferred debt

The publicly traded corporation franchise fee shall be a debt due from the publicly traded

corporation to the state for which an action at law may be maintained after the same shall have

been in arrears for a period of one month. The publicly traded corporation franchise fee shall

also be a preferred debt in case of insolvency.
N.D. Cent. Code § 10-19.1-47 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-47
10-19.1-47. Action without meeting by directors
Status: in_force

10-19.1-47. Action without meeting by directors

1. An action required or permitted to be taken at a board meeting may be taken by

written action signed by all of the directors. If the articles so provide, any action, other

than an action requiring shareholder approval, may be taken by written action signed,

or consented to by authenticated electronic communication, by the number of directors

that would be required to take the same action at a meeting of the board at which all

directors were present.

2. The written action is effective when signed by, or consented to by authenticated

electronic communication, the required number of directors, unless a different effective

time is provided in the written action.

3. When written action is permitted to be taken by less than all directors, all directors

must be notified immediately of its text and effective date. Failure to provide the notice

does not invalidate the written action. A director who does not sign or consent to the

written action has no liability for the action or actions.
N.D. Cent. Code § 10-36-06 — ND Code / Title 10 / Chapter 10-36 / Section 10-36-06
10-36-06. Notice to and authority of attorney general
Status: in_force

10-36-06. Notice to and authority of attorney general

The attorney general has the same authority and powers with regard to a nonprofit limited

liability company as the attorney general has with regard to a corporation governed by chapter

10-33, including sections 10-33-121, 10-33-122, 10-33-137, 10-33-144, 10-33-145, 10-33-146,

10-33-147, 10-33-148, and 10-33-149.
N.D. Cent. Code § 10-06.1-21 — ND Code / Title 10 / Chapter 10-06.1 / Section 10-06.1-21
10-06.1-21. Secretary of state to transmit information of noncompliance
Status: in_force

10-06.1-21. Secretary of state to transmit information of noncompliance

If the secretary of state finds from the annual report that the corporation or limited liability

company is not in compliance with the requirements of section 10-06.1-12 or 10-06.1-12.2, the

secretary of state shall transmit the information to the attorney general and the governor.
N.D. Cent. Code § 10-32.1-59 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-59
10-32.1-59. Effect of a merger
Status: in_force

10-32.1-59. Effect of a merger

1. When a merger becomes effective:

a. The surviving organization continues or comes into existence;

b. Each constituent organization that merges into the surviving organization ceases

to exist as a separate entity;

c. All property owned by each constituent organization that ceases to exist vests in

the surviving organization upon compliance with the transfer requirements of

applicable law;

d. All debts, obligations, or other liabilities of each constituent organization that

ceases to exist continue as debts, obligations, or other liabilities of the surviving

organization;

e. An action or proceeding pending by or against any constituent organization that

ceases to exist may be continued as if the merger had not occurred;

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

and purposes of each constituent organization that ceases to exist vest in the

surviving organization;

g. Except as otherwise provided in the plan of merger, the terms and conditions of

the plan of merger take effect;

h. Except as otherwise agreed, if a constituent limited liability company ceases to

exist, then the merger does not dissolve the limited liability company for the

purposes of sections 10-32.1-50 through 10-32.1-54;

i. If the surviving organization is created by the merger:

(1) If it is a limited liability company, then the articles of organization become

effective; or

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

originating record that creates the organization becomes effective; and

j. If the surviving organization pre-existed the merger, then any amendments

provided for in the articles of merger or the originating record that created the

organization become effective.

2. A surviving organization that is a foreign organization consents to the jurisdiction of the

courts of this state to enforce any debt, obligation, or other liability owed by a

constituent organization if before the merger the constituent organization was subject

to suit in this state on the debt, obligation, or other liability. A surviving organization that

is a foreign organization and not authorized to transact business in this state appoints

the secretary of state as its agent for service of process for the purposes of enforcing a

debt, obligation, or other liability under this subsection. Service of process on the

secretary of state under this subsection must be made in the same manner and has

the same consequences as in section 10-32.1-19.

3. As to any limited liability company that was a constituent organization and is not the

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

dissolution and termination and, unless previously filed, the notice of dissolution.
N.D. Cent. Code § 10-19.1-19 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-19
10-19.1-19. Procedure for amendment after issuance of shares
Status: in_force

10-19.1-19. Procedure for amendment after issuance of shares

1. Except as otherwise provided in section 10-19.1-18, after the issuance of shares by

the corporation, the articles may be amended in the manner set forth in this section.

2. A resolution approved by the affirmative vote of a majority of the directors present, or

proposed by a shareholder or shareholders holding five percent or more of the voting

power of the shares entitled to vote, that sets forth the proposed amendment must be

submitted to a vote at the next regular or special meeting of the shareholders of which

notice has not yet been given but still can be timely given. Any number of amendments

may be submitted to the shareholders and voted upon at one meeting, but the same or

substantially the same amendment proposed by a shareholder or shareholders need

not be submitted to the shareholders or be voted upon at more than one meeting

during a fifteen-month period, except that if a corporation is registered or reporting

under the federal securities laws, the provisions of this sentence do not apply to the

extent that these provisions are in conflict with the federal securities laws or rules

adopted under those laws. The resolution may amend the articles in their entirety to

restate and supersede the original articles and all amendments to them.

3. Written notice of the shareholders' meeting setting forth the substance of the proposed

amendment must be given to each shareholder entitled to vote in the manner provided

in section 10-19.1-73 for the giving of notice of meetings of shareholders.

4. The proposed amendment to the articles is adopted:

a. When approved by the affirmative vote of the shareholders required by section

10-19.1-74, except as provided in subdivision b and in subsection 5; or

b. If the articles provide for a specified proportion or number equal to or larger than

the majority necessary to transact a specified type of business at a meeting, or if

it is proposed to amend the articles to provide for a specified proportion or

number equal to or larger than the majority necessary to transact a specified type

of business at a meeting, the affirmative vote necessary to add the provision to,

or to amend an existing provision in, the articles is the larger of:

(1) The specified proportion or number or, in the absence of a specific

provision, the affirmative vote necessary to transact the type of business

described in the proposed amendment at a meeting immediately before the

effectiveness of the proposed amendment; or

(2) The specified proportion or number that would, upon effectiveness of the

proposed amendment, be necessary to transact the specified type of

business at a meeting.

5. An amendment that merely restates the existing articles, as amended, may be

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

approved by the shareholders as provided in subsections 2, 3, and 4.

6. Notwithstanding any contrary provision of this chapter, the board of a corporation that

is registered as an open-end management investment company under the Investment

Company Act of 1940, as amended, may, without shareholder approval, increase or

decrease, but not below the then outstanding shares, the aggregate number of shares

the corporation has authority to issue, including shares of any class or series, unless a

provision has been included in the corporation's articles prohibiting the board from

increasing or decreasing the aggregate number of shares, or any class or series of

shares, as applicable, that the corporation has authority to issue.
N.D. Cent. Code § 10-19.1-73.1 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-73.1
10-19.1-73.1. Electronic communications
Status: repealed

10-19.1-73.1. Electronic communications

Repealed by S.L. 1997, ch. 103, § 248.
N.D. Cent. Code § 10-19.1-53 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-53
10-19.1-53. Duties of officers and agents
Status: in_force

10-19.1-53. Duties of officers and agents

Unless the articles, bylaws, or a resolution adopted by the board and not inconsistent with

the articles or bylaws, provides otherwise, the officers shall have the following duties:

1. The president shall:

a. Have general active management for the business of the corporation;

b. When present, preside at all meetings of the board and of shareholders;

c. See that all orders and resolutions of the board are carried into effect;

d. Sign and deliver in the name of the corporation any deeds, mortgages, bonds,

contracts, or other instruments pertaining to the business of the corporation,

except in cases in which the authority to sign and deliver is required by law to be

exercised by another person or is expressly delegated by the articles or bylaws or

by the board to some officer or agent of the corporation;

e. Maintain records of and, whenever necessary, certify all proceedings of the board

and the shareholders; and

f. Perform other duties prescribed by the board.

2. The vice president, if any, or, if there is more than one, the vice presidents in the order

determined by the board, shall:

a. In the absence or disability of the president, perform the duties and exercise the

powers of the president; and

b. Shall perform other duties and shall have other powers as the board may from

time to time prescribe.

3. The treasurer shall:

a. Keep accurate financial records for the corporation;

b. Deposit all money, drafts, and checks in the name of and to the credit of the

corporation in the banks and depositories designated by the board;

c. Endorse for deposit all notes, checks, and drafts received by the corporation as

ordered by the board, making proper vouchers;

d. Disburse corporate funds and issue checks and drafts in the name of the

corporation, as ordered by the board;

e. Give to the president and the board, whenever requested, an account of all

transactions by the treasurer and of the financial condition of the corporation; and

f. Perform other duties prescribed by the board or by the president.

4. The secretary shall:

a. Attend all meetings of the board, all meetings of the shareholders, and when

required, all meetings of standing committees;

b. Record all proceedings of the meetings;

c. Give, or cause to be given, notice of all meetings of the shareholders and

meetings of the board; and

d. Perform other duties prescribed by the board.

5. All other officers and agents of the corporation, as between themselves and the

corporation, have the authority and shall perform the duties in the management of the

corporation as may be provided in the articles or bylaws, or as may be determined by

resolution of the board not inconsistent with the articles and bylaws.
N.D. Cent. Code § 10-19.1-30 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-30
10-19.1-30. Organization
Status: repealed

10-19.1-30. Unless reserved by the articles to the shareholders with voting rights, the

power to adopt, amend, or repeal the bylaws is vested in the board. The power of the

board is subject to the power of the shareholders, exercisable in the manner provided

in subsection 3, to adopt, amend, or repeal bylaws adopted, amended, or repealed by

the board.

3. Unless the articles or bylaws provide otherwise, a shareholder or shareholders holding

five percent or more of the voting power of the shares entitled to vote may propose a

resolution for action by the shareholders to adopt, amend, or repeal bylaws adopted,

amended, or repealed by the board.

a. The resolution must set forth the provisions proposed for adoption, amendment,

or repeal.

b. The limitations and procedures for submitting, considering, and adopting the

resolution are the same as provided in subsections 2, 3, and 4 of section

10-19.1-19 for amendment of the articles.
N.D. Cent. Code § 10-15-25 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-25
10-15-25. Directors - Number, election, removal, and vacancies
Status: in_force

10-15-25. Directors - Number, election, removal, and vacancies

1. The business and affairs of a cooperative shall be managed by a board of directors.

Every director shall be a member or a representative of a member who is other than a

natural person. The bylaws shall prescribe any other qualifications for directors and

may provide that directors be from specified territorial districts.

2. The number of directors shall not be less than five, provided that in a cooperative with

less than fifty members, the number of directors shall not be less than three. However,

the number of directors required of a cooperative association shall never be greater

than the number of members of the association. Subject to such limitation, the number

shall be fixed in the articles, or if the articles so provide, in the bylaws.

3. The directors constituting the temporary board, named in the articles, shall hold office

until the first member meeting. At that meeting and thereafter, directors shall be

elected by the members at a member meeting in the manner and for the terms

provided in the bylaws. If the bylaws provide that directors be from specified territorial

districts, the articles may limit voting for any director to members from within the

territorial district from which such director is to be elected. Unless the bylaws provide

otherwise, a director's term of office shall be one year. Each director shall hold office

for the term for which elected and until a successor takes office. The bylaws may

permit selection of alternates to take the place of directors absent at a meeting of the

board.

4. Unless the bylaws provide otherwise, a director may be removed upon a majority vote

of all members.

5. Unless the bylaws provide otherwise, any vacancy existing in the board may be filled

until the next annual meeting by appointment by a majority vote of the directors then in

office.
N.D. Cent. Code § 10-15-37 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-37
10-15-37. Amendments to articles
Status: in_force

10-15-37. Amendments to articles

At any member meeting, a cooperative may adopt any amendment to its articles which is

lawful under section 10-15-05 if a statement of the nature of the amendment was contained in

the notice of the meeting.

An amendment is adopted when approved by members holding a majority of the member

votes cast thereon.
N.D. Cent. Code § 10-30.5-12 — ND Code / Title 10 / Chapter 10-30.5 / Section 10-30.5-12
10-30.5-12. Entrepreneurship awards
Status: in_force

10-30.5-12. Entrepreneurship awards

Expired under S.L. 2009, ch. 109, § 5.
N.D. Cent. Code § 10-04-16.1 — ND Code / Title 10 / Chapter 10-04 / Section 10-04-16.1
10-04-16.1. Investigations and subpoenas
Status: in_force

10-04-16.1. Investigations and subpoenas

1. The department may:

a. Make such public or private investigations within or outside of this state as

deemed necessary to determine whether any person has violated, is violating, or

is about to violate any provision of this chapter or any rule or order hereunder, or

to aid in the enforcement of this chapter or in the prescribing of rules and forms

hereunder.

(1) For the purposes of this section, an investigation may include an

examination of the books and records of any person registered under the

provisions of this chapter. In the discretion of the commissioner, the expense

reasonably attributed to an investigation under this section must be paid by

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

representative whose affairs are investigated.

(2) A person is not liable to a broker-dealer, agent, investment adviser, federal

covered adviser, or investment adviser representative for defamation

relating to a statement that is contained in a record required or requested by

the department under this subsection or required to be maintained under

section 10-04-10.3, unless the person knew, or should have known at the

time the statement was made, that it was false in a material respect or the

person acted in reckless disregard of the statement's truth or falsity.

(3) Professional services contracted and rendered under this section are

exempt from chapter 54-44.4.

b. Require or permit any person to file a statement in writing, under oath or

otherwise, as to all the facts and circumstances concerning the matter to be

investigated.

c. Publish information concerning any violation of this chapter or any rule or order

hereunder and may keep confidential the information or documents obtained or

prepared in the course of any investigation conducted under this section but only

during an active and ongoing investigation. If an investigation under this section

extends beyond six months, the commissioner shall, upon a request by any party,

state in writing that the need for confidentiality still exists, the general reason why

the need exists, and the date, as can best be determined at the time, when the

need for confidentiality will cease.

2. For the purpose of any investigation or proceeding under this chapter, the

commissioner or any officer designated by the commissioner may administer oaths

and affirmations, subpoena witnesses, compel their attendance, take evidence, and

require the production of any books, papers, correspondence, memoranda,

agreements, or other documents or records which the commissioner deems relevant

or material to the inquiry.

3. The commissioner may issue subpoenas in this state at the request of a securities

agency or administrator of another state if the activities constituting an alleged

violation for which information is sought would be a violation of this chapter if the

activities had occurred in this state.

4. In case of contumacy by, or refusal to obey a subpoena issued to, any person, the

district court, upon application by the commissioner, may issue to the person an order

requiring the person to appear before the commissioner, or the officer designated by

the commissioner, there to produce documentary evidence if so ordered or to give

evidence touching the matter under investigation or in question. Failure to obey the

order of the court may be punished by the court as a contempt of court.

5. No person is excused from attending and testifying or from producing any document or

record before the commissioner, or in obedience to the subpoena of the commissioner

or any officer designated by the commissioner, or in any proceeding instituted by the

commissioner, on the ground that the testimony or evidence, documentary or

otherwise, required of the person may tend to incriminate the person or subject the

person to a penalty or forfeiture. No testimony or evidence, documentary or otherwise,

compelled from an individual after a valid claim of the privilege against

self-incrimination has been made may be used against the individual in any criminal

proceeding, or in any proceeding to subject the individual to a penalty or forfeiture,

except that the individual testifying is not exempt from prosecution and punishment for

perjury or contempt committed in testifying.
N.D. Cent. Code § 10-30-06 — ND Code / Title 10 / Chapter 10-30 / Section 10-30-06
10-30-06. Capitalization
Status: in_force

10-30-06. Capitalization

The capital stock of the corporation is six thousand shares of no par value, which must be

issued for fifty dollars per share in cash, and four thousand shares of no par value, which may

be issued for the current book value in cash.
N.D. Cent. Code § 10-30.5-03 — ND Code / Title 10 / Chapter 10-30.5 / Section 10-30.5-03
10-30.5-03. Organization
Status: in_force

10-30.5-03. Organization

A board of directors shall manage the corporation. The board of directors shall adopt and

amend articles of incorporation and bylaws consistent with the purposes detailed in this chapter.

The board of directors consists of eight members who shall serve three-year terms. The terms

must be staggered so that no more than three positions require reappointment in any one year.

The governor shall appoint the members and shall only consider representatives who serve in

executive capacities from the following areas in making the selections: private sector

manufacturing, finance, exported services, including tourism, and industrial technology and

research. There must be at least one member who is enrolled in a federally recognized North

Dakota Indian tribe who need not serve in an executive capacity, the commissioner of

commerce or the commissioner's designee, and one member from a rural area on the board of

directors. Members may be reappointed for additional terms.
N.D. Cent. Code § 10-19.1-100 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-100
10-19.1-100. Merger of subsidiary into parent
Status: in_force

10-19.1-100. Merger of subsidiary into parent

1. If either the parent or the subsidiary is a domestic organization, then a parent that is a

domestic or foreign organization owning at least ninety percent of the outstanding

ownership interests of each class and series of a subsidiary that is a domestic or

foreign organization directly, or indirectly through related organizations other than

classes or series that, absent this section, would otherwise not be entitled to vote on

the merger:

a. May merge the subsidiary into the parent or into any other subsidiary at least

ninety percent of the outstanding ownership interests of each class and series of

which is owned by the parent directly, or indirectly through related organizations

other than classes or series that, absent this section, would otherwise not be

entitled to vote on the merger, without a vote of the owners of the parent or any

subsidiary; or

b. May merge the parent, or the parent and one or more subsidiaries into one of the

subsidiaries under this section.

2. A resolution approved by the present directors of the parent as required by section

10-19.1-46 in the case of a domestic corporation or by the present members of the

governing body of the parent as required by its governing statute in the case of any

other organization must set forth a plan of merger that contains:

a. The name of the subsidiary or subsidiaries, the name of the parent, and the name

of the surviving constituent organization;

b. The manner and basis of converting the ownership interests of the subsidiary or

subsidiaries or the parent into securities or ownership interests of the parent, of

the subsidiary, or of another organization; or, in whole or in part, into money or

other property;

c. If the parent is a constituent organization but is not the surviving constituent

organization in the merger, a provision for the pro rata issuance of ownership

interests of the surviving constituent organization to the owners of ownership

interests of the parent on surrender of any ownership interests of the parent; and

d. If the surviving constituent organization is a subsidiary, a statement of any

amendments to the articles of the surviving constituent organization that will be

part of the merger.

3. Notwithstanding subsection 1:

a. If the parent is a domestic corporation and the conditions of subsection 4 of

section 10-19.1-98 are not met with respect to the parent, then the resolution is

not effective unless it is approved by the affirmative vote of the holders of a

majority of the voting power of all shares of the parent entitled to vote at a regular

or special meeting held in accordance with section 10-19.1-98; and

b. If the parent is a domestic or foreign organization and is not the surviving

organization in the merger, then the resolution is not effective unless it is also

approved in the manner provided in the governing statute of the parent.

4. Notwithstanding subsection 3, if the parent is a constituent organization and is the

surviving organization in the merger, it may change its corporate name, without a vote

of its owners, by the inclusion of a provision to that effect in the resolution of merger

setting forth the plan of merger that is approved by the affirmative vote of a majority of

the board members of the parent present. Upon the effective date of the merger, the

name of the parent must be changed.

5. If the subsidiary is a domestic organization, then notice of the action, including a copy

of the plan of merger must be given to each owner, other than the parent and any

subsidiary, of each subsidiary that is a constituent organization in the merger before, or

within ten days after, the effective date of the merger.

6. Articles of merger must be prepared which contain:

a. The plan of merger;

b. The number of outstanding ownership interests of each class and series of the

subsidiary that is a constituent organization in the merger, other than the classes

or series that, absent this section, would otherwise not be entitled to vote on the

merger, and the number of ownership interests of each class and series owned,

other than the classes or series that, absent this section, would otherwise not be

entitled to vote on the merger, by the parent directly, or indirectly through related

constituent organizations; and

c. A statement that the plan of merger is approved by the parent under this section.

7. The articles of merger must be signed on behalf of the parent and filed with the

secretary of state, with the fees provided in section 10-19.1-147.

8. The secretary of state shall issue a certificate of merger to the surviving constituent

organization or the legal representative of the surviving constituent organization. The

certificate must contain the effective date of the merger.

9. If all of the ownership interests of one or more domestic subsidiaries that is a

constituent organization to a merger under this section are not owned by the parent

directly, or indirectly through related constituent organizations, immediately before the

merger, then the owners of each domestic subsidiary which is either a limited liability

company or a corporation, have dissenter's rights under section 10-19.1-87, without

regard to subsection 3 of section 10-19.1-87 or 10-32.1-33, and under section

10-19.1-88.

a. If the parent is a constituent organization but is not the surviving organization in

the merger, the articles of incorporation or articles of organization of the surviving

organization immediately after the merger differ from the articles of incorporation

or articles of organization of the parent immediately before the merger in a

manner that would entitle an owner of the parent to dissenter's rights under

subdivision a of subsection 1 of section 10-19.1-87 or section 10-32.1-33, and the

articles of incorporation or articles of organization of the surviving constituent

organization constitute an amendment to the articles of incorporation or articles of

organization of the parent, then that owner of the parent has dissenter's rights as

provided under section 10-19.1-87 or 10-32.1-33.

b. Except as provided in this subsection, section 10-19.1-87 does not apply to any

merger affected under this section.

10. A merger among a parent and one or more subsidiaries or among two or more

subsidiaries of a parent may be accomplished under sections 10-19.1-97 through

10-19.1-99 instead of this section, in which case this section does not apply.
N.D. Cent. Code § 10-19.1-116 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-116
10-19.1-116. Procedure in involuntary or supervised voluntary dissolution
Status: in_force

10-19.1-116. Procedure in involuntary or supervised voluntary dissolution

1. In dissolution proceedings the court may issue injunctions, appoint receivers with all

powers and duties the court directs, take other actions required to preserve the

corporate assets wherever situated, and carry on the business of the corporation until

a full hearing can be held.

2. After a full hearing has been held, upon whatever notice the court directs to be given

to all parties to the proceedings and to any other parties in interest designated by the

court, the court may appoint a receiver to collect the corporate assets, including all

amounts owing to the corporation by subscribers on account of any unpaid portion to

the corporation by subscribers on account of any unpaid portion of the consideration

for the issuance of shares. A receiver has authority, subject to the order of the court, to

continue the business of the corporation and to sell, lease, transfer, or otherwise

dispose of all or any of the property and assets of the corporation either at public or

private sale.

3. The assets of the corporation or the proceeds resulting from a sale, lease, transfer, or

other disposition must be applied in the following order of priority to the payment and

discharge of:

a. The costs and expenses of the proceedings, including attorney's fees and

disbursements;

b. Debts, taxes, and assessments due the United States, this state and its

subdivisions, and other states and their subdivisions, in that order;

c. Claims duly proved and allowed to employees under title 65. Claims under this

subdivision may not be allowed if the corporation carried workforce safety and

insurance, as provided by law, at the time the injury was sustained;

d. Claims, including the value of all compensation paid in any medium other than

money, duly proved and allowed to employees for services performed within three

months preceding the appointment of the receiver, if any; and

e. Other claims duly proved and allowed.

4. After payment of the expenses of receivership and claims of creditors duly proved, the

remaining assets, if any, must be distributed to the shareholders in accordance with

subsection 4 of section 10-19.1-92.
N.D. Cent. Code § 10-33-121 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-121
10-33-121. State interested - Proceedings
Status: in_force

10-33-121. 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 § 10-19.1-29 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-29
10-19.1-29. Unauthorized assumption of corporate powers - Liability
Status: in_force

10-19.1-29. Unauthorized assumption of corporate powers - Liability

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

liable for all debts and liabilities incurred or arising as a result.
N.D. Cent. Code § 10-36-09 — ND Code / Title 10 / Chapter 10-36 / Section 10-36-09
10-36-09. Secretary of state - Enforcement - Appeal - Penalty
Status: in_force

10-36-09. Secretary of state - Enforcement - Appeal - Penalty

1. The secretary of state may administer this chapter.

2. The secretary of state may propound to any nonprofit limited liability company or

foreign nonprofit limited liability company that is subject to this chapter and to any

officer, director, or employee thereof any interrogatory as may be reasonably

necessary and proper to ascertain whether the nonprofit limited liability company has

complied with this chapter applicable to the nonprofit limited liability company.

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

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

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

oath.

b. If the interrogatory is directed:

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

(2) To a nonprofit limited liability company, it must be answered by the

president, vice president, secretary, or assistant secretary of the nonprofit

limited liability company.

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

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

that the record is not in conformity with this chapter.

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

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

discloses a violation of this chapter.

e. Each governor, manager, or employee of a nonprofit limited liability company or

foreign nonprofit limited liability company who fails or refuses within the time

provided by subdivision a to answer truthfully and fully an interrogatory

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

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

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

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

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

or other action by this state.

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

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

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

the reasons for rejection.

a. Within thirty days after the service of the notice of denial, the nonprofit limited

liability company or foreign nonprofit limited liability company, as the case may

be, may appeal to the district court in the judicial district serving Burleigh County

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

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

of state.

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

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

the court determines proper.

4. If the secretary of state dissolves a nonprofit limited liability company or revokes the

certificate of authority to conduct activities in this state of any foreign nonprofit limited

liability company, pursuant to section 10-36-07, the nonprofit limited liability company

or foreign nonprofit limited liability company may appeal to the district court in the

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

including:

a. A copy of the nonprofit limited liability company's articles of organization and a

copy of the notice of dissolution given by the secretary of state; or

b. A copy of the foreign nonprofit limited liability company's certificate of authority to

conduct activities in this state and a copy of the notice of revocation given by the

secretary of state. The matter must be tried de novo by the court. The court shall

sustain the action of the secretary of state or shall direct the secretary of state to

take the action the court determines proper.

5. If the court order sought is one for reinstatement of a nonprofit limited liability company

that has been dissolved as provided in subsection 5 of section 10-36-07, or for

reinstatement of the certificate of authority of a foreign nonprofit limited liability

company that has been revoked as provided in subsection 6 of section 10-36-07, then

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

the decision of the secretary of state shall require the nonprofit limited liability

company or foreign nonprofit limited liability company to:

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

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

in subdivision q of subsection 1 of section 10-36-08; and

c. Pay the reinstatement fee to the secretary of state as provided in subdivision q of

subsection 1 of section 10-36-08.
N.D. Cent. Code § 10-04-07.1 — ND Code / Title 10 / Chapter 10-04 / Section 10-04-07.1
10-04-07.1. Registration by announcement - Secondary
Status: in_force

10-04-07.1. Registration by announcement - Secondary

1. Securities that have been outstanding and in the hands of the public for not less than

one year as the result of prior original registration in North Dakota or through securities

and exchange commission registration, by the issuer, or by the underwriter on behalf

of an issuer, are entitled to registration by announcement in the manner and subject to

the conditions provided by this section.

In addition to the foregoing, stock, having equal voting rights with other classes,

of life insurance companies may also qualify for registration under this section

provided the company has been in continuous operation for twenty years immediately

preceding the date of filing for registration and provided further that in addition to

supplying the information required by subdivisions a through c of subsection 2 the

applicant can supply all of the following:

a. A balance sheet and an earnings statement showing statutory net earnings after

all dividends (returned premiums) to policyholders and after all expenses

including state and federal income taxes for the fiscal period ended not more than

twelve months prior to the filing date upon which either an unqualified or a

qualified opinion has been expressed by a certified public accountant; provided,

however, that any qualification of opinion relates only to generally accepted

principles of accounting which may have been modified to meet the reporting

requirements of the various state insurance departments.

b. Such balance sheet separates the surplus account into its component parts and

shows a positive balance in the accumulated unrestricted retained earnings

account, on statutory basis.

c. Earnings statements for the four fiscal years immediately preceding the beginning

date of the earnings statement required in subdivision a prepared by the same

certified public accountant showing statutory net earnings after the deductions

enumerated in subdivision a for each fiscal year; provided, however, that these

statements need not be accompanied by an unqualified or a qualified opinion of

the certified public accountant unless such certified public accountant did actually

perform an audit of the company for any year or years covered by the earnings

statements in which case the requirements of subdivision a apply for the year or

years so audited.

d. A statement prepared by a certified public accountant or actuary showing a net

gain in insurance in force for each of the last five fiscal years.

2. Securities entitled to registration by announcement may be registered only by a

broker-dealer registered with the department as provided for in section 10-04-10 by

filing with the department a written announcement of intention to trade in the securities

containing the following:

a. Name of issuer and location of the headquarters or principal office.

b. A brief description of the security, including price and current earnings.

c. A statement that the securities have been outstanding and in the hands of the

public not less than one year as aforesaid.

d. A balance sheet not more than twelve months old.

e. A statement that the security has been registered in North Dakota or by the

securities and exchange commission.

3. The filing of such announcement with the department constitutes the registration of the

security, unless advised to the contrary within forty-eight hours or advised to furnish

additional information, and such broker-dealer shall pay to the commissioner a filing

fee of twenty-five dollars. Upon registration, such securities may be sold in this state

for a period of one year from date of registration by registered broker-dealers at a price

or prices reasonably related to the current market price of such security at the time of

sale, subject, however, to any and all rights and authority granted the commissioner

and to any person or purchaser under chapter 10-04, in respect of securities

registered by the commissioner by coordination or qualification. No security registered

under this section shall be sold directly or indirectly for the benefit of the issuer, or an

underwriter of such securities, or for the promotion of any scheme or enterprise with

the intent of violating or evading any provision of this chapter; provided, that no

security, the registration of which has been revoked by the commissioner, or

application for registration of which has been denied by the commissioner, or

withdrawn by the applicant, shall be registered under this section.

4. Securities registered pursuant to section 10-04-07.2 or 10-04-08 become eligible for

trading in the secondary market at current market prices upon completion of the

original offering when said securities are outstanding and in the hands of the public

and remain so until the end of the registration year when renewal for secondary is

permissible. Notification of completion of initial offering should be sent to the

commissioner when the offering is completed requesting change to secondary.
N.D. Cent. Code § 10-19.1-82 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-82
10-19.1-82. Shareholder voting agreements
Status: in_force

10-19.1-82. Shareholder voting agreements

A written agreement solely among persons who are then shareholders or subscribers for

shares to be issued, relating to the voting of their shares, is valid and specifically enforceable by

and against the parties to the agreement. The agreement may override the provisions of section

10-19.1-76.2 regarding proxies and is not subject to the provisions of section 10-19.1-73.2

regarding voting trusts.
N.D. Cent. Code § 10-04-08.4 — ND Code / Title 10 / Chapter 10-04 / Section 10-04-08.4
10-04-08.4. Federal covered security
Status: in_force

10-04-08.4. Federal covered security

A federal covered security may be offered and sold in this state without registration, subject

to the following:

1. Any federal covered security that is subject to section 18(b)(2) of the Securities Act of

1933, as amended, may be offered and sold upon the electronic filing of:

a. A copy of the issuer's registration statement or a notice of intent for an indefinite

or definite dollar amount for each security or class of security on a form

prescribed by the commissioner.

b. A unit investment trust may file an initial notice filing for a definite dollar amount or

an indefinite dollar amount. At the time of the initial notice filing for a definite dollar

amount, the issuer shall pay a filing fee of one-tenth of one percent of the first

seven hundred fifty thousand dollars and one-twentieth of one percent of any

amount in excess of seven hundred fifty thousand dollars of the aggregate

offering price of each security or class of security. In no event, however, may such

filing fee be less than one hundred twenty-five dollars for each security or class of

security.

c. An investment company or unit investment trust may file an initial notice filing for

an indefinite dollar amount and pay a filing fee of four hundred dollars for each

security or class of security.

d. A notice filing for a definite dollar amount may be increased before the expiration

date on the certificate of effectiveness at the same reduced fee, which must be

calculated as provided in subdivision b as a separate fee for each additional

amount.

e. A notice filing for a definite dollar amount may be renewed for additional periods

of one year by filing, at least fifteen days prior to its expiration, a renewal and

sales report notice with a fee of one hundred dollars to renew the unsold balance.

f. A notice filing for an indefinite dollar amount may be renewed by filing, within sixty

days following the issuer's fiscal year, a renewal and sales report notice with a

fee of one hundred twenty-five dollars.

g. A notice filing may be terminated by the issuer upon providing the commissioner

a notice of such termination.

h. The provision for each security or class of security in this subsection is effective

when the federal registration statement becomes effective with the securities and

exchange commission or the date the notice of intent is received by the

commissioner, whichever is later. A filing notice for a definite dollar amount is

effective for a period of eighteen months from the date of effectiveness.

i. A copy of any document filed with the securities and exchange commission as the

commissioner may require.

2. a. Any federal covered security that is subject to section 18(b)(4)(D) of the

Securities Act of 1933, as amended, may be offered and sold under the following

conditions:

(1) A notice of intent is filed electronically on SEC form D with a consent to

service of process and a nonrefundable filing fee of one hundred dollars

within fifteen calendar days after the first sale in this state.

(2) A copy of any document filed with the securities and exchange commission

is provided, as the commissioner may require.

(3) The notice filing is effective for a period of one year from the date the filing is

received by the commissioner.

(4) The filing fee shall be two hundred fifty dollars in the event the filing is not

made within the time period specified in subdivision a.

(5) An issuer conducting an offering under this subsection may renew the

offering for an additional period of twelve months by electronically filing SEC

form D marked "renewal" and payment of the renewal filing fee of one

hundred dollars. The renewal filing fee is two hundred fifty dollars if the filing

is made after the expiration date of the current notice filing.

b. No security may be offered or sold under this subsection, 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 commissioner, by rule or otherwise, may require the filing of a notice or any

document filed with the securities and exchange commission under the Securities Act

of 1933 with respect to a federal covered security under section 18(b)(3) or 18(b)(4) of

the Securities Act of 1933, together with a filing fee.

4. a. The following provisions apply to offerings made under tier 2 of federal

Regulation A and section 18(b)(3) of the Securities Act of 1933 [15 U.S.C. 77r(b)

(3)]:

(1) (a) An issuer planning to offer and sell securities in this state in an offering

exempt under tier 2 of federal Regulation A shall submit electronically

the following at least twenty-one calendar days before the initial sale

in this state:

[1] A completed uniform notice filing of regulation A - tier 2 offering

form;

[2] A copy of any document filed with the securities and exchange

commission, as the commissioner may require; and

[3] A filing fee of five hundred dollars.

(b) The initial notice filing is effective for twelve months from the date of

the filing with this state.

(2) An issuer may increase the amount of securities offered in this state by

submitting electronically a uniform notice filing of regulation A - tier 2 offering

form marked "amendment".

(3) An issuer conducting an offering under this subsection may renew the

offering for an additional period of twelve months by electronically filing a

uniform notice filing of regulation A - tier 2 offering form marked "renewal"

and payment of the renewal filing fee of one hundred dollars.

b. A security may not be offered or sold under this subsection, except through or by

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

the security 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.

5. The following provisions apply to offerings made under federal Regulation

Crowdfunding [17 CFR 227] and sections 4(a)(6) and 18(b)(4)(C) of the Securities Act

of 1933 [15 U.S.C. 77d(a)(b) and 15 U.S.C. 77r(b)(4)(C)]:

a. (1) An issuer that offers and sells securities in this state in an offering exempt

under federal Regulation Crowdfunding [17 CFR 227], and that either has

the issuer's principal place of business in this state or sells fifty percent or

greater of the aggregate amount of the offering to residents of this state,

shall file electronically the following with the commissioner:

(a) A completed uniform notice of federal crowdfunding offering form;

(b) A copy of any document filed with the securities and exchange

commission, as the commissioner may require; and

(c) A filing fee of one hundred fifty dollars.

(2) If the issuer has the issuer's principal place of business in this state, the

filing required under this subsection must be filed with the commissioner

when the issuer makes its initial form C filing concerning the offering with the

securities and exchange commission. If the issuer does not have the

issuer's principal place of business in this state but residents of this state

have purchased fifty percent or greater of the aggregate amount of the

offering, the filing required under this subsection must be filed when the

issuer becomes aware that such purchases have met this threshold and in

no event later than thirty days from the date of completion of the offering.

The initial notice filing is effective for twelve months from the date of the

filing with this state.

b. An issuer conducting an offering under this subsection may renew the offering for

an additional period of twelve months by electronically filing the uniform notice of

federal crowdfunding offering form marked "renewal" and payment of the renewal

filing fee of one hundred dollars.

6. The commissioner may issue a stop order suspending the offer and sale of a federal

covered security, except a federal covered security under section 18(b)(1) of the

Securities Act of 1933, as amended, if it is found to be in the public interest or there is

a failure to comply with any of the provisions stated in this section.
N.D. Cent. Code § 10-33-73 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-73
10-33-73. Member action without a meeting
Status: in_force

10-33-73. Member action without a meeting

An action required or permitted to be taken at a meeting of the members may be taken

without a meeting by written action signed, or consented to by authenticated electronic

communication, by all of the members entitled to vote on that action.

1. If the articles so provide, any action may be taken by written action signed, or

consented to by authenticated electronic communication, by the members who hold

voting power equal to the voting power that would be required to take the same action

at a meeting of the members at which all members were present. However, in no event

may written action be taken by members who hold less than a majority of the voting

power of all members entitled to vote on that action.

a. After the adoption of the initial articles, an amendment to the articles to permit

written action to be taken by less than all members requires the approval of all

members entitled to vote on the amendment.

b. When written action is permitted to be taken by less than all members, all

members must be notified immediately of its text and effective date no later than

five days after the effective time of the action.

c. Failure to provide the notice does not invalidate the written action.

d. A member who does not sign or consent to the written action has no liability for

the action or actions taken by the written action.

2. The written action is effective when signed by the required members, unless a different

effective time is provided in the written action.

3. When this chapter requires or permits a certificate concerning an action to be filed with

the secretary of state, the certificate must indicate if the action was taken under this

section.
N.D. Cent. Code § 10-30.5-01 — ND Code / Title 10 / Chapter 10-30.5 / Section 10-30.5-01
10-30.5-01. Definitions
Status: in_force

10-30.5-01. Definitions

As used in this chapter, unless the context otherwise requires:

1. "Board of directors" means the board of directors of the corporation.

2. "Corporation" means the North Dakota development fund, incorporated, established

under this chapter.

3. "North Dakota business" means a business owned by a North Dakota resident,

partnership, association, corporation, or limited liability company domiciled in this state

or a corporation or limited liability company, including a wholly owned subsidiary of a

foreign corporation or limited liability company that does business primarily in this state

or does substantially all of its production in this state.

4. "Primary sector business" has the meaning provided in section 1-01-49 but does not

include production agriculture.

5. "Production agriculture" means the production of crops and livestock on or near a farm

as part of the regular farm enterprise directed by a farm operator and the farm

operator's partners. The term does not include an investor-owned livestock feeding or

milking operation located apart from a farm headquarters which is managed by

employees.
N.D. Cent. Code § 10-15-23 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-23
10-15-23. Missing securities or records
Status: in_force

10-15-23. Missing securities or records

1. When a security issued by a cooperative is missing, the cooperative shall issue a

duplicate security if the owner so requests and furnishes an indemnity acceptable to

the cooperative.

2. When records showing ownership of securities or apportionment of equity interest in

the assets are missing and the information therein contained is necessary to a

proposed redemption of the interest, the cooperative may give notice and redeem as

follows:

a. The cooperative shall set aside an amount equal to the value of the interests to

be redeemed.

b. The cooperative shall give notice of such redemption to all owners of interests of

which the cooperative has knowledge.

c. If there are interests, the ownership of which is unknown to the cooperative, it

shall publish notice of the redemption at least once a month for four months both

in a publication circulated among members of cooperatives in the area, if any,

and in a newspaper of general circulation in the area.

d. Any unclaimed outstanding interest represented by the missing records may then

be terminated in accordance with section 10-15-34.1.
N.D. Cent. Code § 10-32.1-08 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-08
10-32.1-08. Powers
Status: in_force

10-32.1-08. Powers

1. Except as provided in subsection 2, a limited liability company has the capacity to sue

and be sued in its own name and the power to do all things necessary or convenient to

carry on its activities. With respect to loans, guarantees, and suretyship:

a. Without in any way limiting the generality of the power of a limited liability

company to do all things necessary or convenient to carry on its activities, a

limited liability company may lend money to, guarantee an obligation of, become

a surety for, or otherwise financially assist a person, if the transaction, or a class

of transactions to which the transaction belongs, is approved pursuant to this

chapter and the operating agreement of the limited liability company, and:

(1) Is in the usual and regular course of business of the limited liability

company;

(2) Is with, or for the benefit of, a related organization, an organization in which

the limited liability company has a financial interest, an organization with

which the limited liability company has a business relationship, or an

organization to which the limited liability company has the power to make

donations, any of which relationships constitute consideration sufficient to

make the loan, guarantee, suretyship, or other financial assistance so

approved enforceable against the limited liability company;

(3) Is with, or for the benefit of, a member who provides services to the limited

liability company, or a manager or other employee of the limited liability

company or a subsidiary, including a member, manager, or employee who is

a governor of the limited liability company or a subsidiary, and may

reasonably be expected, in the judgment of the board of governors, to

benefit the limited liability company; or

(4) Whether or not any separate consideration has been paid or promised to the

limited liability company, has been approved by:

(a) The owners of two-thirds of the voting power of persons other than the

interested person or persons; or

(b) The unanimous vote of all members, whether or not ordinarily entitled

to vote.

b. Any loan, guaranty, surety contract, or other financial assistance described in

subdivision a may be with or without interest and may be unsecured or may be

secured in any manner including, without limitation, a grant of a security interest

in the transferable interest of a member in the limited liability company.

c. This subsection does not grant any authority to act as a bank or to carry on the

business of banking.

2. Until a limited liability company has or has had at least one member, the company

lacks the capacity to do any act or carry on any activity except:

a. Delivering to the secretary of state for filing:

(1) A statement of change under section 10-32.1-17;

(2) An amendment to the certificate under section 10-32.1-21;

(3) A statement of correction under section 10-32.1-88;

(4) An annual report under section 10-32.1-89;

(5) A notice of termination under section 10-32.1-51; and

(6) Articles of dissolution and termination under section 10-32.1-51;

b. Admitting a member under section 10-32.1-27; and

c. Dissolving under section 10-32.1-50.

3. A limited liability company that has or has had at least one member may ratify an act

or activity that occurred when the company lacked capacity under subsection 2.

4. A limited liability company only may seek to obtain a license or permit required by the

state after the articles of organization are filed with the secretary of state and the

limited liability company has one or more members.
N.D. Cent. Code § 10-19.1-131 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-131
10-19.1-131. Foreign trade zones
Status: repealed

10-19.1-131. Foreign trade zones

Repealed by S.L. 1999, ch. 50, § 79.
N.D. Cent. Code § 10-32.1-102 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-102
10-32.1-102. Series of members, managers, transferable interests or assets - General powers of series - Governing authority - Distributions - Termination of series
Status: in_force

10-32.1-102. Series of members, managers, transferable interests or assets - General

powers of series - Governing authority - Distributions - Termination of series.

1. An operating agreement of a limited liability company regulated under this chapter and

not under chapter 10-06.1, 10-31, or 10-36 may establish or provide for the

establishment of a designated series of members, managers, transferable interests, or

assets that:

a. Has separate rights, powers, or duties with respect to specified property or

obligations of the limited liability company or profits and losses associated with

specified property or obligations; or

b. Has a separate business purpose or investment objective.

2. A series established in accordance with subsection 1 may carry on any business,

purpose, or activity which is not prohibited by this chapter. A series may not carry on

any business, purpose, or activity that is required to meet the requirements under

chapter 10-06.1, 10-31, or 10-36.

3. Subject to subsection 4, if an operating agreement establishes or provides for the

establishment of a particular series:

a. The debts, obligations, or other liabilities of the particular series, whether arising

in contract, tort, or otherwise, are enforceable against the assets of the series

only and not against:

(1) The assets of the limited liability company generally or any other series

thereof; or

(2) A member of the limited liability company.

b. The debts, obligations, or other liabilities of the limited liability company generally

or any other series thereof, whether arising in contract, tort, or otherwise, are not

enforceable against the assets of the particular series.

4. The limitations on liabilities in subsection 3 apply if:

a. The records for the particular series accounting for the assets of the series are

separately maintained from the records accounting for the assets of the limited

liability company or any other series thereof. Records that reasonably identify the

assets of a particular series, including by specific listing, category, type, quantity,

computational or allocational formula or procedure such as a percentage or share

of assets, or by any other method in which the identity of the assets is objectively

determinable, is deemed to account for the assets of the particular series

separately from the assets of the limited liability company or any other series

thereof;

b. The operating agreement specifically provides for the limitations on liabilities; or

c. Notice of the limitations on liabilities of the particular series is included in the

articles of organization. Notice is sufficient whether or not the limited liability

company has established or referenced any particular series in the notice.

5. This section, an operating agreement, or articles of organization may not restrict:

a. A series or limited liability company on behalf of a series from agreeing in the

operating agreement or otherwise that any debt, obligation, or other liability of the

limited liability company generally or any other series thereof is enforceable

against the assets of the series;

b. A limited liability company from agreeing in the operating agreement or otherwise

that any debt, obligation, or other liability of a series is enforceable against the

assets of the limited liability company generally; or

c. Notwithstanding section 10-32.1-26, a member or manager from agreeing in the

operating agreement or otherwise to be personally liable for any debt, obligation,

or other liability of a series.

6. A series established under this section may, in its own name, contract, hold title to

assets including real, personal and intangible property, grant liens and security

interests, and sue or be sued. A series may:

a. Have separate rights, powers, or duties with respect to specified property or

obligation of the limited liability company or profit and loss associated with any

specified property or obligation;

b. Carry on a lawful purpose regardless of whether for profit, except for the purpose

of acting as a financial institution or acting as an insurer; or

c. Hold assets directly or indirectly, including in the name of the series or the name

of the limited liability company.

7. An operating agreement that establishes or provides for the establishment of a series

may:

a. Provide for classes or groups of members or managers of the series having the

relative rights, powers, and duties specified in the operating agreement;

b. Provide for and specify the future creation of additional classes or groups of

members or managers of the series having the relative rights, powers, and duties

as may be established, including rights, powers, and duties senior to existing

classes and groups of members or managers of the series;

c. Provide for the taking of an action, including the amendment of the operating

agreement, without the vote or approval of a member, manager, class, or group of

members or managers of the series;

d. Provide that a member, class, or group of members of a series do not have voting

rights; and

e. Grant to all or certain identified members, managers, class, or group of members

or managers of the series the right to vote on a matter separately or with all or

any class or group of members or managers of the series. Voting by members or

managers may be on a per capita, number, financial interest, class, group, or

other basis.

8. The management of a series is vested as follows:

a. In the members of the series pursuant to subsection 2 of section 10-32.1-39. A

member shall cease to be a member of a series upon the divestment of all the

member's transferable interests of the series. The fact a person ceases to be a

member of a particular series must not by itself cause the person to cease to be a

member of the limited liability company or any other series thereof or cause the

termination of the series, regardless of whether the person was the last remaining

member of the series; or

b. If the operating agreement provides for the management of the series in whole or

in part by a manager, the management must be vested in one or more managers

who must be chosen as provided in the operating agreement and who must hold

the offices and have the responsibilities as specified in the agreement. A manager

ceases to be a manager of a series as provided in an operating agreement and

subject to subdivision e of subsection 3 of section 10-32.1-39. The fact a person

ceases to be a manager of a particular series must not by itself cause the person

to cease to be a manager of the limited liability company or any other series

thereof.

9. Notwithstanding section 10-32.1-30 and subject to subsections 10 and 12, if a member

of a series becomes entitled to receive a distribution, the member has the status of,

and is entitled to all remedies available to, a creditor of the series with respect to the

distribution. An operating agreement may provide for the establishment of a record

date for allocations and distributions associated with a series.

10. Notwithstanding subsection 1 of section 10-32.1-31, a limited liability company may

make a distribution with respect to a series established under this section unless the

total assets of the series after the distribution would be less than the sum of its total

liabilities plus the amount that would be needed, if the series were to be dissolved,

wound up, and terminated at the time of the distribution, to satisfy the preferential

rights upon winding up and termination of members whose preferential rights are

superior to those of the persons receiving the distribution. A member that receives a

distribution knowing the distribution was made in violation of this subsection is

personally liable to the series for the amount of the distribution.

a. This subsection does not affect an obligation or liability of a member under an

agreement or other applicable law for the amount of a distribution, except an

action under this subsection must be subject to subsection 5 of section

10-32.1-32.

b. For purposes of this subsection, "distribution" does not include amounts

constituting reasonable compensation for present or past services or reasonable

payments made in the ordinary course of business under a bona fide retirement

plan or other benefits program.

11. Subject to section 10-32.1-51, a series established under this section may be

terminated and its affairs wound up without causing the dissolution of the limited

liability company. The termination of the series does not affect the limitations on

liabilities of the series as provided in subsection 3. A series is terminated and its affairs

must be wound up upon the occurrence of any of the following:

a. The dissolution of the limited liability company under section 10-32.1-51;

b. The time or happening of events specified in the operating agreement;

c. The vote or consent of members of the series who own more than two-thirds of

the interests in the profits of the series; or

d. On application by a member or manager of the series, the entry of a court order

terminating the series on the grounds the series is not reasonably practicable to

carry on the purposes of the series in conformity with the operating agreement.

12. A person winding up the affairs of a series may, in the name of the limited liability

company and for and on behalf of the limited liability company and the series, take any

action with respect to the series as authorized by section 10-32.1-51. The person shall

provide for the claims and obligations of the series and distribute the assets of the

series as provided in section 10-32.1-54. Any action taken in accordance with this

subsection does not affect the liability of members and does not impose liability on a

liquidating trustee appointed in accordance with this subsection. Notwithstanding

section 10-32.1-51, the following persons may wind up the affairs of a series:

a. A manager of the series who has not wrongfully terminated the series;

b. If the series has no manager who qualifies under subdivision a, the members of

the series or a person approved by the members;

c. The members who own more than fifty percent of the interests in the profits of the

series; or

d. On application of a member or manager of the series or a personal representative

or assignee of the member or manager, and upon cause shown, a court or a

liquidating trustee appointed by the court.

13. A foreign limited liability company doing business in this state and governed by an

operating agreement that establishes or provides for the establishment of a designated

series of members, managers, transferable interests, or assets shall state the following

on its certificate of authority:

a. That the operating agreement of the foreign limited liability company establishes

or provides for the establishment of series having separate rights, powers, or

duties with respect to specified property or obligations of the foreign limited

liability company or profits and losses associated with specified property or

obligations;

b. If any debt, obligation, or other liability of any particular series, whether arising in

contract, tort, or otherwise, is enforceable against the assets of the particular

series only and not against the assets of the foreign limited liability company

generally or any other series thereof; and

c. If any debt, obligation, or other liability of the foreign limited liability company

generally or any other series thereof, whether arising in contract, tort, or

otherwise, is enforceable against the assets of the particular series.

14. The secretary of state may adopt rules reasonable and necessary to address

requirements related to the secretary of state for registration and continuing existence

of the series limited liability companies established under this section.
N.D. Cent. Code § 10-19.1-36 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-36
10-19.1-36. Acts not void or voidable
Status: in_force

10-19.1-36. Acts not void or voidable

The expiration of a director's term with or without the election of a qualified successor does

not make prior or subsequent acts of the officers or the board void or voidable.
N.D. Cent. Code § 10-33-44 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-44
10-33-44. Board committees
Status: in_force

10-33-44. Board committees

1. A resolution approved by the affirmative vote of a majority of the directors currently

holding office may establish committees having the authority of the board in the

management of the activities of the corporation to the extent provided in the resolution.

Committees may include a special litigation committee consisting of one or more

independent directors or other independent persons to consider legal rights or

remedies of the corporation and whether those rights or remedies should be pursued.

Committees other than special litigation committees are subject at all times to the

direction and control of the board.

2. Committee members must be individuals. Unless the articles or bylaws provide for a

different membership or manner of appointment, a committee must consist of one or

more persons, who need not be directors, appointed by the affirmative vote of a

majority of the directors present.

3. Sections 10-33-39 through 10-33-43 apply to committees and members of committees

to the same extent as those sections apply to the board and directors.

4. Minutes, if any, of committee meetings must be made available upon request to

members of the committee and to any director.

5. The establishment of, delegation of authority to, and action by a committee does not

alone constitute compliance by a director with the standard of conduct set forth in

section 10-33-45.

6. Committee members are deemed to be directors for purposes of sections 10-33-45,

10-33-46, and 10-33-84.

7. Unless otherwise provided in the articles, the bylaws, or the resolution of the board

establishing the committee, a committee may create one or more subcommittees,

each consisting of one or more members of the committee, and may delegate to a

subcommittee any or all of the authority of the committee. In this chapter, unless the

language or context clearly indicates that a different meaning is intended:

a. Any reference to a committee is deemed to include a subcommittee; and

b. Any reference to a committee member is deemed to include any reference to a

subcommittee member.
N.D. Cent. Code § 10-32.1-31 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-31
10-32.1-31. Limitations on distribution
Status: in_force

10-32.1-31. Limitations on distribution

1. A limited liability company may not make a distribution if after the distribution:

a. The company would not be able to pay its debts as they become due in the

ordinary course of the activities of the company; or

b. The total assets of the company would be less than the sum of its total liabilities

plus the amount that would be needed, if the company were to be dissolved,

wound up, and terminated at the time of the distribution, to satisfy the preferential

rights upon dissolution, winding up, and termination of members whose

preferential rights are superior to those of persons receiving the distribution.

2. A limited liability company may base a determination that a distribution is not

prohibited under subsection 1 on financial statements prepared on the basis of

accounting practices and principles that are reasonable in the circumstances or on a

fair valuation or other method that is reasonable under the circumstances.

3. Except as otherwise provided in subsection 6, the effect of a distribution under

subsection 1 is measured:

a. In the case of a distribution by purchase, redemption, or other acquisition of a

transferable interest in the company, as of the date money or other property is

transferred or debt incurred by the company; and

b. In all other cases, as of the date:

(1) The distribution is authorized, if the payment occurs within one hundred

twenty days after that date; or

(2) The payment is made, if the payment occurs more than one hundred twenty

days after the distribution is authorized.

4. The indebtedness of a limited liability company to a member incurred by reason of a

distribution made according to this section is at parity with the indebtedness of the

company to its general, unsecured creditors.

5. The indebtedness of a limited liability company, including indebtedness issued in

connection with or as part of a distribution, is not a liability for purposes of subsection 1

if the terms of the indebtedness provide that payment of principal and interest are

made only to the extent that a distribution could be made to members under this

section.

6. If indebtedness is issued as a distribution, then each payment of principal or interest

on the indebtedness is treated as a distribution, the effect of which is measured on the

date the payment is made.

7. In subsection 1, "distribution" does not include amounts constituting reasonable

compensation for present or past services or reasonable payments made in the

ordinary course of business under a bona fide retirement plan or other benefits

program.
N.D. Cent. Code § 10-15-30 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-30
10-15-30. Compensation and benefits to directors, officers, and employees
Status: in_force

10-15-30. Compensation and benefits to directors, officers, and employees

1. Unless the bylaws provide otherwise, only the members may establish compensation

or other benefits for a director, not available generally to officers and employees, for

services as a director.

2. Unless the bylaws provide otherwise, for prior or future services of any officer or

employee, the board may provide reasonable compensation, pension, bonuses, or

other benefits to such officer or employee, and pension or other benefits to family

members or beneficiaries of an officer or employee. No officer or employee who is a

director may take part in the vote on that person's salary for services rendered the

cooperative.
N.D. Cent. Code § 10-19.1-101 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-101
10-19.1-101. Abandonment of plan of merger or exchange
Status: in_force

10-19.1-101. Abandonment of plan of merger or exchange

1. After a plan of merger or exchange is approved by the owners entitled to vote on the

approval of the plan as provided in section 10-19.1-98 and before the effective date of

the plan, the plan may be abandoned:

a. With respect to the approval of the abandonment:

(1) If the owners of the ownership interests of each of the constituent

organizations entitled to vote on the approval of the plan as provided in

section 10-19.1-98 have approved the abandonment at a meeting by the

affirmative vote of the owners of a majority of the voting power of the

ownership interests entitled to vote;

(2) If the owners of a constituent organization are not entitled to vote on the

approval of the plan under section 10-19.1-98, the governing body of the

constituent organization has approved the abandonment by the affirmative

vote required by section 10-19.1-46 in the case of a domestic corporation or

by its governing statute in the case of any other organization; and

(3) If the merger or exchange is with a foreign organization, then if

abandonment is approved in the manner as may be required by the

governing statute of the foreign organization;

b. If the plan itself provides for abandonment and all conditions for abandonment set

forth in the plan are met; or

c. Pursuant to subsection 2.

2. If articles of merger are not filed with the secretary of state and the plan is to be

abandoned or if a plan of exchange is to be abandoned before the effective date of the

plan, then a resolution by the governing body of any constituent organization

abandoning the plan of merger or exchange may be approved by the affirmative vote

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

corporation or by its governing statute in the case of any other organization, subject to

the contract rights of any other person under the plan.

3. If articles of merger are filed with the secretary of state, but are not yet effective, the

constituent organizations, in the case of abandonment under paragraph 1 of

subdivision a of subsection 1, then the constituent organization or any one of them

under paragraph 2 of subdivision a of subsection 1, as the abandoning constituent

organization in the case of abandonment under subsection 2, shall file with the

secretary of state, with the fees provided in section 10-19.1-147, articles of

abandonment that contain:

a. The names of the constituent organizations;

b. The provision of this section under which the plan is abandoned; and

c. The text of the resolution approved by the affirmative vote of a majority of the

directors present abandoning the plan.

4. If the certificate of merger is issued, then the governing body shall surrender the

certificate to the secretary of state upon filing the articles of abandonment.
N.D. Cent. Code § 10-33-88 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-88
10-33-88. Articles of merger or consolidation - Certificate
Status: in_force

10-33-88. Articles of merger or consolidation - Certificate

1. Upon receiving the approval required by section 10-33-87 and after compliance with

section 10-33-122 and section 10-33-144, if applicable, articles of merger or

consolidation must be prepared that contain:

a. The plan of merger or consolidation;

b. A statement that the plan has been approved by each corporation under this

chapter; and

c. A statement that the notice to the attorney general required by section 10-33-122

or 10-33-144 has been given and the waiting period has expired or has been

waived by the attorney general or a statement that section 10-33-122 or

10-33-144 is not applicable.

2. The articles of merger or consolidation must be signed on behalf of each constituent

corporation and filed with the secretary of state.

3. The secretary of state shall issue a certificate of merger to the surviving corporation or

its legal representative or a certificate of consolidation and incorporation to the new

corporation. The certificate must contain the effective date of merger or consolidation.
N.D. Cent. Code § 10-13-07 — ND Code / Title 10 / Chapter 10-13 / Section 10-13-07
10-13-07. Excise tax exemption - License fee
Status: repealed

10-13-07. Excise tax exemption - License fee

Repealed by S.L. 1965, ch. 97, § 1.
N.D. Cent. Code § 10-06.1-08 — ND Code / Title 10 / Chapter 10-06.1 / Section 10-06.1-08
10-06.1-08. Cooperative corporations allowed to engage in the business of farming or ranching - Requirements
Status: in_force

10-06.1-08. Cooperative corporations allowed to engage in the business of farming or

ranching - Requirements.

This chapter does not prohibit cooperative corporations, seventy-five percent of whose

members or shareholders are actual farmers or ranchers residing on farms or ranches or

depending principally on farming or ranching for their livelihood, from acquiring farmland or

ranchland and engaging in the business of cooperative farming or ranching.
N.D. Cent. Code § 10-32.1-15 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-15
10-32.1-15. Operating agreement - Effect on third parties and relationship to records effective on behalf of a limited liability company
Status: in_force

10-32.1-15. Operating agreement - Effect on third parties and relationship to records

effective on behalf of a limited liability company.

1. An operating agreement may specify that its amendment requires the approval of a

person that is not a party to the operating agreement or the satisfaction of a condition.

An amendment is ineffective if its adoption does not include the required approval or

satisfy the specified condition.

2. The obligations of a limited liability company and its members to a person in the

capacity of the person as a transferee or dissociated member are governed by the

operating agreement. Subject only to any court order issued under section 10-32.1-45,

to effectuate a charging order, an amendment to the operating agreement made after

a person becomes a transferee or dissociated member is effective with regard to any

debt, obligation, or other liability of the limited liability company or its members to the

person in the capacity of the person as a transferee or dissociated member.

3. If a record that has been delivered by a limited liability company to the secretary of

state for filing has become effective under this chapter and contains a provision that

would be ineffective under subsection 3 of section 10-32.1-13, if contained in the

operating agreement, then the provision is likewise ineffective in the record.

4. Subject to subsection 3, if a record that has been delivered by a limited liability

company to the secretary of state for filing has become effective under this chapter

and conflicts with a provision of the operating agreement, then:

a. The operating agreement prevails as to members, dissociated members,

transferees, managers, and governors; and

b. The record prevails as to other persons to the extent they reasonably rely on the

record.
N.D. Cent. Code § 10-32.1-57 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-57
10-32.1-57. Action on a plan of merger or exchange by a constituent limited liability company
Status: in_force

10-32.1-57. Action on a plan of merger or exchange by a constituent limited liability

company.

1. Subject to section 10-32.1-71, a plan of merger or exchange must be consented to by

all the members of a constituent limited liability company.

2. Subject to section 10-32.1-71 and any contractual rights, after a merger or exchange is

approved, and at any time before the merger or exchange becomes effective

according to this chapter, a constituent limited liability company may amend the plan or

abandon the merger or exchange:

a. As provided in the plan; or

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

required to approve the plan.
N.D. Cent. Code § 10-32.1-25 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-25
10-32.1-25. Statement of denial
Status: in_force

10-32.1-25. Statement of denial

A person named in a filed statement of authority granting that person authority may file with

the secretary of state for filing a statement of denial that:

1. Provides the name of the limited liability company and the caption of the statement of

authority to which the statement of denial pertains; and

2. Denies the grant of authority.
N.D. Cent. Code § 10-06.1-13 — ND Code / Title 10 / Chapter 10-06.1 / Section 10-06.1-13
10-06.1-13. Applicability of North Dakota Business Corporation Act
Status: in_force

10-06.1-13. Applicability of North Dakota Business Corporation Act

Chapter 10-19.1 is applicable to farming or ranching corporations and authorized livestock

farm corporations, which have the powers and privileges and are subject to the duties,

restrictions, and liabilities of other business corporations except when inconsistent with the

intent of this chapter. This chapter takes precedence in the event of any conflict with the

provisions of chapter 10-19.1.
N.D. Cent. Code § 10-19.1-94 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-94
10-19.1-94. Liability of shareholders for illegal distributions
Status: in_force

10-19.1-94. Liability of shareholders for illegal distributions

1. A shareholder who knows or should have known that a distribution was made in

violation of section 10-19.1-92 is liable to the corporation, its receiver or other person

winding up its affairs, or a director under subsection 2 of section 10-19.1-95 but only to

the extent that the distribution received by the shareholder exceeded the amount that

properly could have been paid under section 10-19.1-92.

2. An action may not be commenced under this section more than two years from the

date of the distribution.
N.D. Cent. Code § 10-33-16 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-16
10-33-16. Articles of amendment
Status: in_force

10-33-16. Articles of amendment

When an amendment has been adopted, articles of amendment must be prepared that

contain:

1. The name of the corporation.

2. The amendment adopted.

3. The date of the adoption of the amendment pursuant to this chapter.

4. If the amendment restates the articles in their entirety, a statement that the restated

articles supersede the original articles and all amendments to them.

5. A statement that the amendment has been adopted pursuant to this chapter.
N.D. Cent. Code § 10-30-09 — ND Code / Title 10 / Chapter 10-30 / Section 10-30-09
10-30-09. Earned surplus
Status: in_force

10-30-09. Earned surplus

Each year, the corporation shall set apart all of its net earnings as retained earnings. The

corporation shall hold part of the retained earnings as a reserve for bad debts. The corporation

may use the rest of the retained earnings in the course of its business. The amount held as a

reserve for bad debts must be at least the amount recommended by the firm of certified public

accountants that the board of directors approves to audit the corporation's financial statements.

The board shall establish procedures for investing funds held as a reserve for bad debts.
N.D. Cent. Code § 10-32.1-53 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-53
10-32.1-53. Other claims against a dissolved limited liability company
Status: in_force

10-32.1-53. Other claims against a dissolved limited liability company

1. A dissolved limited liability company may publish notice of its dissolution and request

persons having claims against the company to present them according to the notice.

2. The notice authorized by subsection 1 must:

a. Be published at least once in a newspaper of general circulation in the county or

counties in this state in which the principal executive office of the dissolved

limited liability company is located or, if it has none in this state, then in the county

or counties in which the registered office of the company is or was last located;

b. Describe the information required to be contained in a claim and provide a

mailing address to which the claim is to be sent; and

c. State that a claim against the company is barred unless an action to enforce the

claim is commenced within five years after publication of the notice.

3. If a dissolved limited liability company publishes a notice according to subdivision b,

unless the claimant commences an action to enforce the claim against the company

within five years after the publication date of the notice, then the claim of each of the

following claimants is barred:

a. A claimant that did not receive notice in a record under section 10-32.1-52;

b. A claimant whose claim was timely sent to the company but not acted on; and

c. A claimant whose claim is contingent at, or based on an event occurring after, the

effective date of dissolution.

4. A claim not barred under this section may be enforced:

a. Against a dissolved limited liability company, to the extent of its undistributed

assets; and

b. If assets of the company have been distributed after dissolution, then against a

member or transferee to the extent of the proportionate share of the claim of that

person or of the assets distributed to the member or transferee after dissolution,

whichever is less, but the total liability of a person for all claims under this

subdivision does not exceed the total amount of assets distributed to the person

after dissolution.
N.D. Cent. Code § 10-33-31 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-31
10-33-31. Acts not void or voidable
Status: in_force

10-33-31. Acts not void or voidable

The expiration of a director's term with or without the election of a qualified successor does

not make prior or subsequent acts of the officers or the board void or voidable.
N.D. Cent. Code § 10-15-36 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-36
10-15-36. Annual reports - Filing thereof - Fees - Penalties
Status: repealed

10-15-36. Annual reports - Filing thereof - Fees - Penalties

Repealed by S.L. 2015, ch. 86, § 24.
N.D. Cent. Code § 10-19.1-103 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-103
10-19.1-103. Merger or exchange with foreign organization
Status: in_force

10-19.1-103. Merger or exchange with foreign organization

1. A domestic corporation may merge with, including a merger pursuant to section

10-19.1-100, or participate in an exchange with a foreign organization by following the

procedures set forth in this section, if:

a. With respect to a merger, the merger is permitted by its governing statute.

b. With respect to an exchange, the constituent organization whose ownership

interests will be acquired is a domestic organization, regardless of whether the

exchange is permitted by its governing statute.

2. Each domestic corporation shall comply with the provisions of sections 10-19.1-96

through 10-19.1-103 with respect to the merger or exchange of ownership interests

and each foreign organization shall comply with the applicable provisions of its

governing statute.

3. If the surviving organization in a merger will be a domestic corporation, then the

organization shall comply with this chapter.

4. If the surviving organization in a merger will be a foreign organization and will transact

business in this state, then the organization shall comply with the provisions of its

governing statute. In every case, the surviving foreign organization shall file with the

secretary of state:

a. An agreement that it may be served with process in this state in a proceeding for

the enforcement of an obligation of a constituent organization and in a proceeding

for the enforcement of the rights of a dissenting owner of an ownership interest of

a constituent organization against the surviving foreign organization;

b. An irrevocable appointment of the secretary of state as the agent of the

organization to accept service of process in any proceeding, and an address to

which process may be forwarded as provided in section 10-01.1-13; and

c. An agreement that the organization will promptly pay to the dissenting owners of

ownership interests of each domestic constituent organization the amount, if any,

to which they are entitled under its governing statute.
N.D. Cent. Code § 10-33-106 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-106
10-33-106. Supervised voluntary dissolution
Status: in_force

10-33-106. Supervised voluntary dissolution

After the notice of intent to dissolve has been filed with the secretary of state and before a

certificate of dissolution has been issued, the corporation, the attorney general, or, for good

cause, a creditor, or at least fifty members with voting rights or ten percent of the members with

voting rights, whichever is less, may apply to a court within the county in which the principal

executive office of the corporation is located to have the dissolution conducted or continued

under the supervision of the court under sections 10-33-107 through 10-33-113.
N.D. Cent. Code § 10-04-10.2 — ND Code / Title 10 / Chapter 10-04 / Section 10-04-10.2
10-04-10.2. Conviction not bar to registration - Exceptions
Status: repealed

10-04-10.2. Conviction not bar to registration - Exceptions

Repealed by S.L. 2003, ch. 82, § 16.
N.D. Cent. Code § 10-13-10 — ND Code / Title 10 / Chapter 10-13 / Section 10-13-10
10-13-10. Directors, trustees, officers, and managers - Immunity from civil liability
Status: in_force

10-13-10. Directors, trustees, officers, and managers - Immunity from civil liability

The directors, trustees, and officers of an electric cooperative, and the manager of an

electric cooperative who is the person most responsible for carrying out the policies and

directives of the officers, trustees, or the board of directors, are immune from civil liability for any

act or omission relating to their service or function as a director, trustee, officer, or manager,

unless the act or omission constitutes gross or willful negligence or gross or willful misconduct.
N.D. Cent. Code § 10-19.1-41.1 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-41.1
10-19.1-41.1. Removal of directors by judicial proceeding
Status: in_force

10-19.1-41.1. Removal of directors by judicial proceeding

1. The district court of the county where the principal executive office of a corporation is

located may remove any director of the corporation from office in a proceeding

commenced either by the corporation or its shareholders holding at least ten percent

of the voting power of any class of shares, if the court finds:

a. The director engaged in fraudulent or dishonest conduct or gross abuse of

authority or discretion, with respect to the corporation;

b. A final judgment has been entered finding that the director has violated section

10-19.1-50; and

c. Removal is in the best interest of the corporation.

2. The court that removes a director may bar the director from serving on the board for a

period prescribed by the court.

3. If the shareholders commence a proceeding under subdivision a of subsection 1, then

the corporation shall be made a party defendant.
N.D. Cent. Code § 10-35-29 — ND Code / Title 10 / Chapter 10-35 / Section 10-35-29
10-35-29. Filing of annual report and payment of publicly traded corporation franchise fee
Status: in_force

10-35-29. Filing of annual report and payment of publicly traded corporation franchise

fee.

1. Except for the first annual report and publicly traded corporation franchise fee, the

annual report and publicly traded corporation franchise fee must be delivered to the

secretary of state before December second of each year. The first annual report and

payment of the publicly traded corporation franchise fee must be delivered before the

date provided in the year following the calendar year in which the statement described

in subdivision b of subsection 6 of section 10-35-02 takes effect.

2. The secretary of state must file the annual report if the annual report conforms to the

requirements of section 10-35-28 and the publicly traded corporation franchise fee has

been paid.

a. If the annual report does not conform or adequate payment has not been made,

the secretary of state must notify the publicly traded corporation of any necessary

corrections or payment.

b. If the annual report is corrected and filed with the payment before the date

provided in subsection 1, or within thirty days after the publicly traded corporation

was notified of corrections or payment by the secretary of state, then the

penalties provided in section 10-35-31 for failure to file an annual report within the

time provided do not apply.

3. The secretary of state may extend the annual report filing date provided in

subsection 1 for a period not to exceed eleven months after the filing date provided in

subsection 1 if a written application for an extension is delivered before the date

provided in subsection 1.
N.D. Cent. Code § 10-33-148 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-148
10-33-148. Investigation - Subpoena - Hearing - Powers of the attorney general
Status: in_force

10-33-148. Investigation - Subpoena - Hearing - Powers of the attorney general

In discharging the attorney general's responsibilities under sections 10-33-144 through

10-33-149, and in connection with the public hearing provided for in section 10-33-146, the

attorney general may conduct investigations, issue subpoenas to any person directly related to

the proposed agreement or transaction, and conduct hearings in aid of an investigation or

inquiry.
N.D. Cent. Code § 10-35-03 — ND Code / Title 10 / Chapter 10-35 / Section 10-35-03
10-35-03. Application and effect of chapter
Status: in_force

10-35-03. Application and effect of chapter

1. This chapter applies only to a publicly traded corporation meeting the definition of a

"publicly traded corporation" in section 10-35-02 during such time as its articles state

that it is governed by this chapter.

2. The existence of a provision of this chapter does not of itself create any implication

that a contrary or different rule of law is or would be applicable to a corporation that is

not a publicly traded corporation. This chapter does not affect any statute or rule of law

as it applies to a corporation that is not a publicly traded corporation.

3. A provision of the articles or bylaws of a publicly traded corporation may not be

inconsistent with any provision of this chapter.

4. The computation of a percentage of shares owned beneficially or of record by a

person or group of persons for purposes of this chapter or chapter 10-19.1 shall be

based on the number of outstanding shares of the publicly traded corporation shown

most recently in a filing by the corporation with the commission under the Exchange

Act.
N.D. Cent. Code § 10-19.1-05 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-05
10-19.1-05. Retention of two-thirds majority
Status: in_force

10-19.1-05. Retention of two-thirds majority

1. If the articles of a corporation described in section 10-19.1-02 do not contain a

provision specifying the proportion of the voting power of the shares required for

approval of amendments to the articles, plans of merger or exchange, or sales of

assets, a shareholder or shareholders holding more than one-third of the voting power

of all the shares entitled to vote for any or all of the above-mentioned actions, by

signed written demand filed in duplicate original with the secretary of state, along with

the fees provided in section 10-19.1-147, may amend the articles of the corporation to

include a provision requiring the approval of the holders of two-thirds of the voting

power of the shares entitled to vote for any or all of the above-mentioned actions for

which no required majority was specified, notwithstanding any provisions of section

10-19.1-19, 10-19.1-98, or 10-19.1-104 to the contrary. Notice that the demand has

been filed must be given by the shareholder to an officer of the corporation, but failure

to give the notice does not invalidate the demand.

2. A shareholder or shareholders holding more than one-third of the voting power of the

shares entitled to vote for dissolution of a corporation described in section 10-19.1-02,

by signed written demand filed in duplicate original with the secretary of state, along

with the fees provided in section 10-19.1-147, may amend the articles of the

corporation to include a provision requiring the approval of the holders of two-thirds of

the voting power of all the shares for the authorization of the dissolution of the

corporation, notwithstanding the provisions of section 10-19.1-107. Notice that the

demand was filed must be given by the shareholder to an officer of the corporation, but

failure to give the notice does not invalidate the demand.

3. A signed written demand by the shareholders of a corporation pursuant to subsection

1 or 2 is valid only if filed with the secretary of state before July 1, 1986.
N.D. Cent. Code § 10-32.1-32 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-32
10-32.1-32. Liability for improper distributions
Status: in_force

10-32.1-32. Liability for improper distributions

1. Except as otherwise provided in subsection 2, if a member of a member-managed

limited liability company, manager of a manager-managed limited liability company, or

governor of a board-managed limited liability company consents to a distribution made

in violation of section 10-32.1-31 and in consenting to the distribution fails to comply

with section 10-32.1-41, then the member, manager, or governor is personally liable to

the company for the amount of the distribution that exceeds the amount that could

have been distributed without the violation of section 10-32.1-31.

2. To the extent the operating agreement of a member-managed limited liability company

expressly relieves a member of the authority and responsibility to consent to

distributions and imposes that authority and responsibility on one or more other

members, the liability stated in subsection 1 applies to the other members and not the

member that the operating agreement relieves of authority and responsibility.

3. A person that receives a distribution knowing that the distribution to that person was

made in violation of section 10-32.1-31 is personally liable to the limited liability

company but only to the extent that the distribution received by the person exceeded

the amount that could have been properly paid under section 10-32.1-31.

4. A person against which an action is commenced because the person is liable under

subsection 1 may:

a. Implead any other person that is subject to liability under subsection 1 and seek

to compel pro rata contribution from the person in that action to the extent of the

liability of the person as provided in subsection 1; and

b. Implead any person that received a distribution in violation of section 10-32.1-31

and seek to compel contribution from the person in the amount by which the

distribution received by the person exceeded the amount that could have been

properly paid under section 10-32.1-31.

5. An action under this section is barred if not commenced within two years after the

distribution.
N.D. Cent. Code § 10-04-06.2 — ND Code / Title 10 / Chapter 10-04 / Section 10-04-06.2
10-04-06.2. Legacy fund investments - Notice filing
Status: in_force

10-04-06.2. Legacy fund investments - Notice filing

1. Within thirty days of completion of the transaction, any issuer of securities in receipt of

an investment from the legacy fund under paragraph 3 of subdivision a of subsection 3

of section 21-10-11 or under subdivision b of subsection 3 of section 21-10-11, shall

file electronically a notice on a form prescribed by the commissioner and containing

information as required by the commissioner.

2. The notice filing requirement under this section does not exempt the issuer from or

supersede any other provision of this chapter.
N.D. Cent. Code § 10-19.1-60 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-60
10-19.1-60. Standard of conduct for officers
Status: in_force

10-19.1-60. Standard of conduct for officers

An officer shall discharge the duties of an office in good faith, in a manner the officer

reasonably believes to be in the best interests of the corporation, and with the care an ordinarily

prudent person in a like position would exercise under similar circumstances. An individual

exercising the principal functions of an office or to whom some or all of the duties and powers of

an office are delegated pursuant to section 10-19.1-59 is deemed an officer for purposes of this

section and sections 10-19.1-86 and 10-19.1-91.
N.D. Cent. Code § 10-33-26 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-26
10-33-26. Bylaws
Status: reserved

10-33-26. Bylaws

1. A corporation may, but need not, have bylaws. Bylaws may contain any provision

relating to the management or regulation of the affairs of the corporation consistent

with law or the articles, including:

a. The number of directors, and the qualifications, manner of election, powers,

duties, and compensation, if any, of directors;

b. The qualifications of members;

c. Different classes of membership;

d. The manner of admission, withdrawal, suspension, and expulsion of members;

e. Property, voting, and other rights and privileges of members;

f. The appointment and authority of committees;

g. The appointment or election, duties, compensation, and tenure of officers;

h. The time, place, and manner of calling, conducting, and giving notice of member,

board, and committee meetings, or of conducting mail ballots;

i. The making of reports and financial statements to members; or

j. The number establishing a quorum for meetings of members and the board.

2. Unless reserved by the articles to members with voting rights, initial bylaws may be

adopted by a majority of the incorporators or by the first board pursuant to section
N.D. Cent. Code § 10-32.1-27 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-27
10-32.1-27. Becoming a member
Status: in_force

10-32.1-27. Becoming a member

1. If a limited liability company is to have only one member upon formation, then the

person becomes a member as agreed by that person and the organizer of the

company. That person and the organizer may be, but need not be, different persons. If

different, then the organizer acts on behalf of the initial member.

2. If a limited liability company is to have more than one member upon formation, then

those persons become members as agreed by the persons before the formation of the

company. The organizer acts on behalf of the persons in forming the company and

may be, but need not be, one of the persons.

3. A shelf limited liability company shall not be allowed under this chapter.

4. After a limited liability company has or has had at least one member, a person

becomes a member:

a. As provided in the operating agreement;

b. As the result of a transaction effective under sections 10-32.1-55 through

10-32.1-71;

c. With the consent of all the members; or

d. If, within ninety consecutive days after the company ceases to have any

members:

(1) The last person to have been a member, or the legal representative of that

person, designates a person to become a member; and

(2) The designated person consents to become a member.

5. A person may become a member without acquiring a transferable interest and without

making or being obligated to make a contribution to the limited liability company.
N.D. Cent. Code § 10-15-20 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-20
10-15-20. Stock - Authorization, control, use, right
Status: in_force

10-15-20. Stock - Authorization, control, use, right

1. A cooperative organized with capital stock may issue the amount of stock stated in its

articles. The stock may be divided into two or more classes with the designations,

preferences, limitations, and relative rights as stated in the articles, except that:

a. Stock as such has no voting power.

b. Stock without par value may not be authorized or issued.

c. The rate of dividends upon stock may not exceed eight percent of its par value for

any year, and dividends may not be cumulative.

2. The articles may require that members own one or more shares of membership stock.

Such stock shall be issued or transferred only to a person eligible to become a

member and only when such person satisfies other requisites for membership. Unless

restricted by the articles, stock other than membership stock may be issued or

transferred to any person.

3. Unless the articles provide otherwise, a cooperative may acquire, recall, exchange,

redeem, and reissue its own stock. Provisions in the articles and on the stock

certificate may reserve to the cooperative a prior right to acquire any stock offered for

sale, or a right to recall the stock of any stockholder, or both of said rights. The

consideration paid for stock recalled by the cooperative shall be its par value and

accrued unpaid dividends; provided, that if the book value of such stock is less than

the par value, the consideration shall be such book value. The cooperative may set off

obligations of the stockholder to it. If the remaining assets would be less than the

aggregate amount payable to creditors and persons holding stock with preferential

rights upon liquidation, no stock shall be acquired, recalled, exchanged, or redeemed

for a consideration other than stock or certificates of equity interest of equal or

subordinate rank.

4. When stock is acquired, recalled, exchanged, or redeemed by the cooperative, such

stock is restored to the status of authorized but unissued stock.

5. Stockholders as such have no pre-emptive right to purchase additional stock.
N.D. Cent. Code § 10-15-41 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-41
10-15-41. Merger and consolidation
Status: in_force

10-15-41. Merger and consolidation

If otherwise lawful, any two or more associations may merge or consolidate under this

chapter or under the law of the state where the surviving or new association will exist. Before a

cooperative may merge or consolidate with any other association, a written plan of merger or

consolidation shall be prepared by the board or by a committee selected by the board or the

members for that purpose. Such plan shall set forth all the terms of the merger or consolidation

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

consolidation, the plan shall also contain the articles of the new association. The members shall

approve the plan in the manner provided in section 10-15-37 for amendments to the articles.
N.D. Cent. Code § 10-15-53.1 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-53.1
10-15-53.1. Secretary of state - Annual report to the secretary of state
Status: in_force

10-15-53.1. Secretary of state - Annual report to the secretary of state

1. A cooperative and a foreign cooperative shall file an annual report signed by a

principal officer or the general manager setting forth:

a. Its name and complete address of its principal place of business.

b. The names and addresses of its directors and principal officers.

c. In the case of a domestic cooperative, a statement, by class and par value, of the

amount of stock it has authority to issue and the amount issued.

d. A statement as to the general type of business in which engaged during the prior

year.

2. The annual report must be made on forms prescribed by the secretary of state and the

information contained in the report must be given as of the date of the execution of the

report. If the cooperative or foreign cooperative is in the hands of a receiver or trustee,

the annual report must be signed on behalf of the cooperative or foreign cooperative

by the receiver or trustee.

3. The secretary of state may destroy any annual report provided for in this section after

the annual report is on file for six years.

4. Except for the first annual report, the annual report of a cooperative or foreign

cooperative must be delivered to the secretary of state with the fees provided in

section 10-15-54 before April first of each year. The first annual report of a cooperative

must be delivered before April first in the year following the calendar year of the

effective date stated in the articles of association, and the first annual report of a

foreign cooperative must be delivered before April first of the year following the

calendar year in which the certificate of authority was issued by the secretary of state.

The secretary of state shall file the report if the report conforms to the requirements of

subsections 1 and 2.

a. If the report does not conform to those requirements, the report must be returned

to the cooperative or foreign cooperative for any necessary corrections.

b. If the report is filed before the deadlines provided in this section, any penalty for

the failure to file a report within the time provided does 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 corrections.

5. After May first, the secretary of state shall notify any cooperative or foreign cooperative

failing to file its annual report that its certificate of incorporation or certificate of

authority is not in good standing and may be dissolved or revoked as provided in

section 10-15-53.2.
N.D. Cent. Code § 10-35-09 — ND Code / Title 10 / Chapter 10-35 / Section 10-35-09
10-35-09. Election of directors
Status: in_force

10-35-09. Election of directors

1. After a quorum is established at a meeting of the shareholders of a publicly traded

corporation at which directors are to be elected, the polls must be opened for the

election of directors before the meeting may be recessed or adjourned. If the polls

have not been previously closed, the polls close for the election of directors upon the

first recess or adjournment of the meeting.

2. Except as provided in subsection 3, if the articles of a publicly traded corporation

provide that the shareholders do not have the right to cumulate their votes in an

election of directors:

a. Each share in the corporation entitled to vote on the election of directors shall be

entitled to vote noncumulatively for or against, or to abstain with respect to, each

candidate for election.

b. To be elected, a candidate must receive the affirmative vote of at least a majority

of the votes cast for or against the candidate's election.

c. An individual who is not elected under subdivision b may not be appointed by the

board of directors to fill a vacancy on the board at any time thereafter unless the

individual is subsequently elected as a director by the shareholders.

d. If a director who was a candidate for re-election is not elected under

subdivision b, the director may continue to serve under subdivision b of

subsection 1 of section 10-19.1-35 for not longer than ninety days after the date

of the first public announcement of the results of the election.

e. If no directors are elected under subdivision b, the current directors continue to

serve under subdivision b of subsection 1 of section 10-19.1-35, and another

meeting of the shareholders for the election of directors must be held not later

than eighty-nine days after the date of the first public announcement of the results

of the election.

3. Subsection 2 does not apply to an election of directors by a voting group if there are

more candidates for election by the voting group than the number of directors to be

elected by the voting group and one or more of the candidates has been properly

nominated by the shareholders. An individual is not counted as a candidate for election

under this subsection if the board of directors reasonably determines before the notice

of meeting is given that the individual's candidacy does not create a bona fide election

contest. The determination of the number of candidates for purposes of this subsection

shall be made as of:

a. The expiration of the time fixed by the articles or bylaws for advance notice by a

shareholder of an intention to nominate directors; or

b. Absent such a provision at a time publicly announced by the board of directors

which is not more than fourteen days before notice is given of the meeting at

which the election is to occur.

4. A publicly traded corporation may not compensate an individual, directly or indirectly,

as a result of the fact, in whole or in part, that the individual is not elected or re-elected

as a director, and without regard to whether the compensation would be paid to the

individual as a director or officer or on any other basis.

5. The shareholders of a publicly traded corporation may act by consent in a record to

elect directors, but the consent will be in lieu of a regular meeting of shareholders only

if:

a. The shareholders are not entitled to vote cumulatively for the election of directors;

b. The election by consent takes effect within the one hundred twenty-day period

before the anniversary of the most recent regular meeting; and

c. The full board is elected by the consent.
N.D. Cent. Code § 10-19.1-52 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-52
10-19.1-52. Officers
Status: in_force

10-19.1-52. Officers

1. The officers of a corporation must be individuals who are eighteen years of age or

more, exercising the functions of the offices and:

a. Must consist of a president, a secretary, and a treasurer, however designated;

and

b. May also include one or more vice presidents and any other officers, however

designated, as may be provided in the bylaws.

2. Unless the articles or the bylaws provide that the shareholders with voting rights may

elect the officers:

a. Each officer must be elected by the board at the time and in the manner as may

be provided in the bylaws; or

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

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

appoint one or more officers, other than the treasurer.

3. Unless otherwise provided, president means chief executive officer and treasurer

means chief financial officer.
N.D. Cent. Code § 10-29-05 — ND Code / Title 10 / Chapter 10-29 / Section 10-29-05
10-29-05. Stockholder's action
Status: in_force

10-29-05. Stockholder's action

Nothing herein contained shall be construed to prevent any stockholder from proving the

stockholder's right to the ownership of shares of stock in an action brought for that purpose in

any court of record of this state. Any judgment of any such court shall not affect the validity or

propriety of any action theretofore taken in good faith by the corporation on the basis of the new

stock and transfer book at the time of such action.
N.D. Cent. Code § 10-32.1-24 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-24
10-32.1-24. Statement of authority
Status: in_force

10-32.1-24. Statement of authority

1. A limited liability company may file with the secretary of state a statement of authority.

The statement:

a. Must include the name of the company and the address of its registered office;

b. With respect to any position that exists in or with respect to the company, may

state the authority, or limitations on the authority, of all persons holding the

position to:

(1) Execute an instrument transferring real property held in the name of the

company; or

(2) Enter into other transactions on behalf of, or otherwise act for or bind, the

company; and

c. May state the authority, or limitations on the authority, of a specific person to:

(1) Execute an instrument transferring real property held in the name of the

company; or

(2) Enter into other transactions on behalf of, or otherwise act for or bind, the

company.

2. To amend or cancel a statement of authority filed with the secretary of state under

subsection 1 of section 10-32.1-86, a limited liability company must file with the

secretary of state an amendment or cancellation stating:

a. The name of the company;

b. The address of its registered office;

c. The caption of the statement being amended or canceled and the date the

statement being affected became effective; and

d. The contents of the amendment or a declaration that the statement being affected

is canceled.

3. A statement of authority affects only the power of a person to bind a limited liability

company to persons that are not members.

4. Subject to subsection 4 of section 10-32.1-04 and to subsection 3, and except as

otherwise provided in subsections 6, 7, and 8, a limitation on the authority of a person

or a position contained in an effective statement of authority is not by itself evidence of

knowledge or notice of the limitation by any person.

5. Subject to subsection 3, a grant of authority not pertaining to transfers of real property

and contained in an effective statement of authority is conclusive in favor of a person

that gives value in reliance on the grant, except to the extent that when the person

gives value:

a. The person has knowledge to the contrary;

b. The statement has been canceled or restrictively amended under subsection 2; or

c. A limitation on the grant is contained in another statement of authority that

became effective after the statement containing the grant became effective.

6. Subject to subsection 3, an effective statement of authority that grants authority to

transfer real property held in the name of the limited liability company, whether or not a

certified copy of the statement is recorded in the real property records, is conclusive in

favor of a person that gives value in reliance on the grant without knowledge to the

contrary, except to the extent that when the person gives value:

a. The statement has been canceled or restrictively amended under subsection 2

and a certified copy of the cancellation or restrictive amendment has been

recorded in the real property records; or

b. A limitation on the grant is contained in another statement of authority that

became effective after the statement containing the grant became effective and a

certified copy of the later-effective statement is recorded in the real property

records.

7. Subject to subsection 3, if a certified copy of an effective statement containing a

limitation on the authority to transfer real property held in the name of a limited liability

company is recorded in the real property records, then all persons are deemed to

know of the limitation.

8. Subject to subsection 9, an effective notice of dissolution is a cancellation of any filed

statement of authority for the purposes of subsection 6 and is a limitation on authority

for the purposes of subsection 7.

9. After a notice of dissolution becomes effective, a limited liability company may file with

the secretary of state and, if appropriate, may record in the real property records, a

statement of authority that is designated as a postdissolution statement of authority.

The statement operates as provided in subsections 6 and 7.

10. An effective statement of denial operates as a restrictive amendment under this

section and may be recorded by certified copy in the real property records for the

purposes of subdivision a of subsection 6.
N.D. Cent. Code § 10-19.1-76.1 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-76.1
10-19.1-76.1. Voting of shares by organizations and legal representatives
Status: in_force

10-19.1-76.1. Voting of shares by organizations and legal representatives

1. Shares of a corporation registered in the name of another domestic or foreign

corporation may be voted by the president or other legal representative of the

domestic or foreign corporation.

2. Except as provided in subsection 3, shares of a corporation registered in the name of

a subsidiary are not entitled to be voted on any matter.

3. Shares of a corporation in the name of or under the control of the corporation or a

subsidiary in a fiduciary capacity are not entitled to be voted on any matter, except to

the extent that the settlor or beneficial owner possesses and exercises a right to vote

or gives the corporation or, with respect to shares in the name of or under control of a

subsidiary, the subsidiary, binding instructions on how to vote the shares.

4. Shares under the control of a person in a capacity as a personal representative, an

administrator, executor, guardian, conservator, or attorney in fact may be voted by the

person, either in person or by proxy, without registration of those shares in the name of

the person. Shares registered in the name of a trustee of a trust or in the name of a

custodian may be voted by the person, either in person or by proxy, but a trustee of a

trust or a custodian may not vote shares held by the person unless they are registered

in the name of the person.

5. Shares registered in the name of a trustee in bankruptcy or a receiver may be voted by

the trustee or either in person or by proxy. Shares under the control of a trustee in

bankruptcy or a receiver may be voted by the trustee or receiver without registering

the shares in the name of the trustee or receiver, if authority to do so is contained in an

appropriate order of the court by which the trustee or receiver was appointed.

6. Shares registered in the name of an organization not described in subsections 1

through 5 may be voted either in person or by proxy by the legal representative of that

organization.

7. A shareholder whose shares are pledged may vote those shares until the shares are

registered in the name of the pledgee. If the corporation pledges its own shares under

subsection 1 of section 10-19.1-93, the corporation may not vote the shares at a

meeting or otherwise.
N.D. Cent. Code § 10-06.1-26 — ND Code / Title 10 / Chapter 10-06.1 / Section 10-06.1-26
10-06.1-26. Protection of minority shareholders
Status: in_force

10-06.1-26. Protection of minority shareholders

1. If a shareholder owns less than fifty percent of the shares of a farming or ranching

corporation or authorized livestock farm corporation engaged in the business of

farming or ranching under this chapter, and if the terms and conditions for the

repurchase of those shares by the corporation or by the other shareholders are not set

forth in the bylaws or the instrument which transferred the shares to the shareholder,

or are not the subject of a shareholders' agreement or an agreement between that

shareholder and the corporation, then the disposition of such shares must be

determined by this section upon the withdrawal of the shareholder.

2. Any shareholder who desires to withdraw from the farming or ranching corporation or

authorized livestock farm corporation shall first offer the shares for sale to the

remaining shareholders in proportion to the shares owned by them. If not all of the

shareholders wish to purchase the shares, any one shareholder may purchase all of

the shares of the withdrawing shareholder. If no shareholder desires to purchase the

shares of a withdrawing shareholder, then the corporation may purchase the shares. If

the corporation chooses not to purchase the shares of the withdrawing shareholder,

then the withdrawing shareholder may sell the shares to any other person eligible to

be a shareholder. If the withdrawing shareholder is unable to sell the shares to any

other person eligible to become a shareholder, then the withdrawing shareholder may

bring an action in district court to dissolve the corporation.

3. Upon a finding that the withdrawing shareholder cannot sell the shares at a fair price,

the court shall enter an order directing that the farming or ranching corporation or

authorized livestock farm corporation itself or any or all of the remaining shareholders

pro rata or otherwise shall have twelve months from the date of the court's order to

purchase the shares of the withdrawing shareholder at a fair price as determined by

the court and that if the shares of the withdrawing shareholder are not completely

purchased at said price, the corporation shall be dissolved and the assets of the

corporation shall be first used to pay all the liabilities of the corporation with the

remaining net assets to be distributed pro rata to the shareholders in proportion to their

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

withdrawing shareholder must be determined as though the shares were being valued

for federal gift tax purposes under the Internal Revenue Code.
N.D. Cent. Code § 10-35-10 — ND Code / Title 10 / Chapter 10-35 / Section 10-35-10
10-35-10. Reimbursement of proxy expenses
Status: in_force

10-35-10. Reimbursement of proxy expenses

1. A shareholder of a publicly traded corporation who nominates one or more candidates

for election as directors who are not nominated by management or the board of

directors must be reimbursed by the corporation for the reasonable actual costs of

solicitation of proxies incurred by the shareholder in an amount equal to the

shareholder's total reasonable actual costs of solicitation multiplied by a fraction, the

numerator of which is the number of candidates nominated by the shareholder who

are elected, and the denominator of which is the total number of candidates nominated

by the shareholder.

2. As used in this section, "actual costs of solicitation" means amounts paid to third

parties relating to the solicitation, including lawyers, proxy solicitors, public relations

firms, printers, the United States postal service, and media outlets.
N.D. Cent. Code § 10-30.5-14 — ND Code / Title 10 / Chapter 10-30.5 / Section 10-30.5-14
10-30.5-14. Research North Dakota venture investment program
Status: repealed

10-30.5-14. Research North Dakota venture investment program

Repealed by S.L. 2019, ch. 57, § 5.
N.D. Cent. Code § 10-19.1-83 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-83
10-19.1-83. Shareholder control agreements
Status: in_force

10-19.1-83. Shareholder control agreements

1. A written agreement among the shareholders of a corporation and the subscribers for

shares to be issued, relating to the control of any phase of the business and affairs of

the corporation, its liquidation and dissolution, or the relations among shareholders of

or subscribers to shares of the corporation is valid and specifically enforceable as

provided in subsections 2 and 3. The agreement may also include as parties persons

who are neither shareholders or subscribers.

2. A written agreement as described in subsection 1 which relates to the control of or the

liquidation and dissolution of the corporation, the relations among the shareholders

and subscribers, or any phase of the business and affairs of the corporation, including

the management of its business, the declaration and payment of distributions, the

election of directors or officers, the employment of shareholders and others by the

corporation, or the arbitration of disputes, is valid and specifically enforceable, if the

agreement is signed by all persons who, on the date the agreement first became

effective, are then the shareholders of the corporation, whether or not the

shareholders all have voting shares, and the subscribers for shares, whether or not

voting shares, to be issued. A written agreement as described in subsection 1 may

provide for its amendment through nonunanimous means.

3. The written agreement is enforceable by the persons described in subsection 1 who

are parties to the agreement and is binding upon and enforceable against only the

persons described in subsection 1 and other persons with knowledge of the existence

of the agreement. A signed original of the written agreement must be filed with the

corporation. The existence and location of a copy of the written agreement must be

noted conspicuously on the face or back of each certificate for shares issued by the

corporation and included in information sent to the holders of uncertificated shares

according to subsection 6 of section 10-19.1-66. A shareholder, a beneficial owner of

shares, or another person with a security interest in shares may obtain upon written

demand a copy of the agreement from the corporation at the expense of the

corporation.

4. If an agreement authorized by this section takes away from any person any of the

authority and responsibility which that person would otherwise possess under this

chapter, the effect of the agreement is also:

a. To relieve that person of liability imposed by law for acts and omissions in the

possession or exercise of that authority and responsibility; and

b. To impose that liability on the person or persons possessing the authority and

responsibility under the agreement.

5. A shareholder is not liable pursuant to subsection 4 by virtue of a shareholder vote, if

the shareholder had no right to vote on the action.

6. This section does not apply to, limit, or restrict agreements otherwise valid, nor is the

procedure set forth in this section the exclusive method of agreement among

shareholders or between the shareholders and the corporation with respect to any of

the matters described in this section.
N.D. Cent. Code § 10-19.1-109 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-109
10-19.1-109. Procedure in dissolution
Status: in_force

10-19.1-109. Procedure in dissolution

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

board, or the officers acting under the direction of the board, shall proceed as soon as

possible:

a. To collect or make provisions for the collection of all known debts due or owing to

the corporation, including unpaid subscriptions for shares;

b. Except as provided in sections 10-19.1-110, 10-19.1-110.1, and 10-19.1-124, to

pay or make provision for the payment of all known debts, obligations, and

liabilities of the corporation according to their priorities; and

c. To give notice to creditors and claimants under section 10-19.1-110 or to proceed

under section 10-19.1-110.1.

2. Notwithstanding section 10-19.1-104, when a notice of intent to dissolve has been filed

with the secretary of state, the directors may sell, lease, transfer, or otherwise dispose

of all or substantially all of the property and assets of a dissolving corporation without a

vote of the shareholders.

3. All tangible or intangible property, including money, remaining after the discharge of, or

after making adequate provision for the discharge of, the debts, obligations, and

liabilities of the corporation must be distributed to the shareholders in accordance with

subsection 4 of section 10-19.1-92.
N.D. Cent. Code § 10-19.1-32 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-32
10-19.1-32. Board
Status: in_force

10-19.1-32. Board

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

of a board, subject to subsection 2 and section 10-19.1-83. The members of the first

board may be named in the articles or elected by the incorporators pursuant to section

10-19.1-30 or by the shareholders.

2. The holders of the shares entitled to vote for directors of the corporation may, by

unanimous affirmative vote, take any action that this chapter requires or permits the

board to take. As to an action taken by the shareholders in that manner:

a. The directors have no duties, liabilities, or responsibilities as directors under this

chapter with respect to or arising from the action.

b. The shareholders collectively and individually have all of the duties, liabilities, and

responsibilities of directors under this chapter with respect to and arising from the

action.

c. If the action relates to a matter required or permitted by this chapter or by any

other law to be approved or adopted by the board, either with or without approval

or adoption by the shareholders, the action is deemed to have been approved or

adopted by the board.

d. A requirement that an instrument filed with a governmental agency contain a

statement that the action has been approved and adopted by the board is

satisfied by a statement that the shareholders have taken the action under this

subsection.
N.D. Cent. Code § 10-19.1-125 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-125
10-19.1-125. Right to sue or defend after dissolution
Status: in_force

10-19.1-125. Right to sue or defend after dissolution

After a corporation has been dissolved, any of its former officers, directors, or shareholders

may assert or defend, in the name of the corporation, any claim by or against the corporation.
N.D. Cent. Code § 10-34-08 — ND Code / Title 10 / Chapter 10-34 / Section 10-34-08
10-34-08. Restrictions on investments and use - Ownership of farmland prohibited
Status: in_force

10-34-08. Restrictions on investments and use - Ownership of farmland prohibited

1. A real estate trust shall hold at least seventy-five percent of the value of its assets in

real estate assets, government securities, cash, and cash items, including receivables.

2. A real estate investment trust, whether domestic or foreign, may not own, use, or apply

land within this state for farming or ranching as defined in section 10-06.1-01. A

violation of this subsection is deemed a violation of chapter 10-06.1. A real estate

investment trust is subject to chapter 10-06.1.
N.D. Cent. Code § 10-32.1-28 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-28
10-32.1-28. Form of contribution
Status: in_force

10-32.1-28. Form of contribution

A contribution may consist of tangible or intangible property or other benefit to a limited

liability company, including money, services performed, promissory notes, other agreements to

contribute money or property, and contracts for services to be performed.
N.D. Cent. Code § 10-19.1-35 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-35
10-19.1-35. Terms of directors
Status: in_force

10-19.1-35. Terms of directors

1. With respect to length of terms:

a. Unless fixed terms are provided for in the articles or bylaws, a director serves for

an indefinite term that expires at the next regular meeting of the shareholders.

(1) A fixed term of a director, other than an ex officio director, may not exceed

five years.

(2) An ex officio director serves as long as the director holds the office or

position designated in the articles or bylaws.

b. Unless the articles or bylaws provide otherwise, a director holds office until

expiration of the term for which the director was elected or appointed and until a

successor is elected and has qualified, or until the earlier death, resignation,

removal, or disqualification of the director.

c. A decrease in the number of directors or term of office does not shorten an

incumbent director's term.

d. Except as provided in the articles or bylaws, the term of a director filling a

vacancy expires at the end of the unexpired term that the director is filling.

2. The articles or bylaws may provide for staggering the terms of directors by dividing the

total number of directors into groups. The terms of office of the groups need not be

uniform.
N.D. Cent. Code § 10-06.1-10 — ND Code / Title 10 / Chapter 10-06.1 / Section 10-06.1-10
10-06.1-10. Acquisition of certain farmland or ranchland by certain nonprofit organizations
Status: in_force

10-06.1-10. Acquisition of certain farmland or ranchland by certain nonprofit

organizations.

A nonprofit organization may acquire farmland or ranchland only in accordance with the

following:

1. Unless it is permitted to own or lease farmland or ranchland under section 10-06.1-09,

the nonprofit organization must have been either incorporated in this state or issued a

certificate of authority to do business in this state before January 1, 1985, or, before

January 1, 1987, have been incorporated in this state if the nonprofit organization was

created or authorized under Public Law No. 99-294 [100 Stat. 418]. A nonprofit

organization created or authorized under Public Law No. 99-294 [100 Stat. 418] may

acquire no more than twelve thousand acres [4856.228 hectares] of land from interest

derived from state, federal, and private sources held in its trust fund.

2. The farmland or ranchland may be acquired only for the purpose of conserving natural

areas and habitats for biota, and, after acquisition:

a. The land must be maintained and managed for the purpose of conserving natural

area and habitat for biota.

b. Any agricultural use of the land is in accordance with the management of the land

for conservation and agricultural use, and is by a sole proprietorship or

partnership, or a farming or ranching corporation or a farming or ranching limited

liability company.

c. If any parcel of the land is open to hunting, it must be open to hunting by the

general public.

d. The nonprofit organization must fully comply with all state laws relating to the

control of noxious and other weeds and insects.

e. The nonprofit organization must make payments in lieu of property taxes on the

property, calculated in the same manner as if the property was subject to full

assessment and levy of property taxes.

f. All property subject to valuation must be assessed for the purpose of making the

payments under subdivision e in the same manner as other real property in this

state is assessed for tax purposes. Before June thirtieth of each year, the county

auditor of any county in which property subject to valuation is located shall give

written notice to the nonprofit organization and the tax commissioner of the value

placed by the county board of equalization upon each parcel of property subject

to valuation in the county.

3. a. Before farmland or ranchland may be purchased by a nonprofit organization for

the purpose of conserving natural areas and habitats for biota, the governor must

approve the proposed acquisition.

b. A nonprofit organization that desires to purchase farmland or ranchland for the

purpose of conserving natural areas and habitats for biota shall first submit a

proposed acquisition plan to the agriculture commissioner who shall convene an

advisory committee consisting of the director of the parks and recreation

department, the agriculture commissioner, the state forester, the director of the

game and fish department, the president of the North Dakota farmers union, the

president of the North Dakota farm bureau, the president of the North Dakota

stockmen's association, and the chairman of the county commission of any

county affected by the acquisition, or their designees.

c. The advisory committee shall hold a public hearing with the board of county

commissioners concerning the proposed acquisition plan and shall make

recommendations to the governor within forty-five days after receipt of the

proposed acquisition plan.

d. The governor shall approve or disapprove any proposed acquisition plan, or any

part thereof, within thirty days after receipt of the recommendations from the

advisory committee.

4. Land acquired in accordance with this section may not be conveyed to the United

States or any agency or instrumentality of the United States.

5. On failure to qualify to continue ownership under subsection 2, the land must be

disposed of within five years of that failure to qualify.
N.D. Cent. Code § 10-33-111 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-111
10-33-111. Discontinuance of dissolution proceedings
Status: in_force

10-33-111. Discontinuance of dissolution proceedings

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

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

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

receiver, if any, to redeliver to the corporation all its remaining property and assets.
N.D. Cent. Code § 10-32.1-69 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-69
10-32.1-69. Filings required for domestication - Effective date
Status: in_force

10-32.1-69. Filings required for domestication - Effective date

1. After a plan of domestication is approved, a domesticating company shall file with the

secretary of state articles of domestication, together with the fees provided under

section 10-32.1-92, which articles of domestication must include:

a. A statement, as the case may be, that the company has been domesticated from

or into another jurisdiction;

b. The name of the domesticating company and the jurisdiction of its governing

statute;

c. The name of the domesticated company and the jurisdiction of its governing

statute;

d. The date the domestication is effective under the governing statute of the

domesticated company;

e. If the domesticating company was a limited liability company, then a statement

that the domestication was approved as required by this chapter;

f. If the domesticating company was a foreign limited liability company, then a

statement that the domestication was approved as required by the governing

statute of the other jurisdiction; and

g. If the domesticated company was a foreign limited liability company not

authorized to transact business in this state, then the address of an office that the

secretary of state may use for the purposes of subsection 2 of section

10-32.1-70.

2. A domestication becomes effective:

a. When the articles of organization takes effect, if the domesticated company is a

limited liability company; and

b. According to the governing statute of the domesticated company, if the

domesticated organization is a foreign limited liability company.
N.D. Cent. Code § 10-12-05 — ND Code / Title 10 / Chapter 10-12 / Section 10-12-05
10-12-05. Application of Act to existing cooperatives
Status: repealed

10-12-05. Application of Act to existing cooperatives

Repealed by omission from this code.
N.D. Cent. Code § 10-15-29 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-29
10-15-29. Officers
Status: in_force

10-15-29. Officers

1. The principal officers of a cooperative are a president, one or more vice presidents and

a treasurer as prescribed in the bylaws, and a secretary. They shall be elected

annually by the board at such time and in such manner as the bylaws provide. Each

principal officer except the secretary and the treasurer must be a director of the

cooperative. The offices of secretary and treasurer may be combined in one person. If

the bylaws provide, the board of directors may also elect from its number a chairman

and one or more vice chairmen, in which case the president and vice presidents need

not be directors or stockholders.

2. Any other officer may be chosen by the board or as provided in the bylaws.

3. All officers shall have such authority and perform such duties as the bylaws provide or

as the board may determine not inconsistent with the bylaws. Any officer may be

removed by the board whenever in its judgment the best interests of the cooperative

will be served thereby. Election or appointment shall not of itself create contract rights.
N.D. Cent. Code § 10-04-07 — ND Code / Title 10 / Chapter 10-04 / Section 10-04-07
10-04-07. Registration by description
Status: repealed

10-04-07. Registration by description

Repealed by S.L. 2005, ch. 97, § 22.
N.D. Cent. Code § 10-15-01 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-01
10-15-01. Definitions
Status: in_force

10-15-01. Definitions

As used in this chapter, unless the context requires otherwise, the term:

1. "Association" includes both cooperatives and foreign cooperatives.

2. "Cooperative" means an association incorporated under this chapter.

3. "Corporation" means all corporations not associations.

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

optical, electromagnetic, or similar capabilities.

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

the physical transmission of paper 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.

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

or stored by electronic means.

7. "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.

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

a. That a document meeting the applicable requirements of this chapter together

with the fees provided in section 10-15-54 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 shall then:

(1) Record the actual date on which the document is filed, and if different, the

effective date of filing; and

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

9. "Foreign cooperative" means an association incorporated under a cooperative law of

another state which has members residing within this state and which is operating on

the following cooperative bases:

a. Either no member of the foreign cooperative who is an individual is allowed more

than one vote because of the amount of stock or membership capital the member

owns therein, or the foreign cooperative does not pay dividends on stock or

membership capital in excess of eight percent per annum.

b. The foreign cooperative shall not deal in the products of or for nonmembers to an

amount greater in value than such as are handled by it for members.

c. The foreign cooperative distributes its proceeds according to either the law

governing cooperatives of this state or the law of the state of its incorporation.

10. "Member" means a person who has been qualified and accepted for membership in an

association.
N.D. Cent. Code § 10-33-147 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-147
10-33-147. Transaction by a nonprofit corporation or entity operating or controlling a hospital or nursing home - Attorney general decision
Status: in_force

10-33-147. Transaction by a nonprofit corporation or entity operating or controlling a

hospital or nursing home - Attorney general decision.

The attorney general may bring proceedings to secure compliance with sections 10-33-144

through 10-33-149 in the district court of the county in which the hospital or nursing home is

located. If the attorney general determines consummation of the proposed transaction or

agreement is not consistent with the fiduciary obligations of the nonprofit corporation or entity

operating or controlling a hospital or nursing home and the corporation's officers and directors,

or is not in accordance with law, the attorney general may bring proceedings in the district court

of the county in which the hospital or nursing home is located to enjoin the consummation of the

proposed transaction or agreement or to secure any other relief available under the law. In a

district court action brought under this section, the attorney general's decision is subject to de

novo review by the court. If the attorney general substantially prevails in an action brought under

this section, the attorney general is entitled to an award of attorney's fees, investigation fees,

costs, and expenses of any investigation and action brought under this section. The court shall

award attorney's fees to the attorney general under this section based upon the hourly rates the

attorney general charges to state agencies for the attorney general's legal services. A court may

not apply the limitation on the rate of the attorney general's attorney's fees under this section as

a limitation on an award of attorney's fees to the attorney general under any other section.

Failure of the attorney general to take action on a proposed agreement or transaction described

in sections 10-33-144 through 10-33-149 does not constitute approval of the transaction and

does not prevent the attorney general from taking other action.
N.D. Cent. Code § 10-32.1-77 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-77
10-32.1-77. Foreign limited liability company - Amendments to a certificate of authority
Status: in_force

10-32.1-77. Foreign limited liability company - Amendments to a certificate of

authority.

1. If any statement in the application for a certificate of authority by a foreign limited

liability company is false when made or if the foreign limited liability company changes

the name of the foreign limited liability company or purposes sought in this state, then

the foreign limited liability company promptly shall file with the secretary of state an

application for an amended certificate of authority executed by an authorized person

on forms prescribed by the secretary of state correcting the statement and in the case

of a change in the name of the foreign limited liability company, a certificate to that

effect authenticated by the proper officer of the state or country under the laws of

which the foreign limited liability company is organized.

2. In the case of a termination or merger, a foreign limited liability company that is not the

surviving organization need not file an application for an amended certificate of

authority but shall promptly file with the secretary of state a certificate to that effect

authenticated by the proper officer of the state or country under the laws of which the

foreign limited liability company is organized.

3. A foreign limited liability company that changes the name of the foreign limited liability

company and applies for an amended certificate of authority and that is the owner of a

service mark, trademark, or trade name, a general partner named in a fictitious name

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

partnership, or a managing partner in a limited liability partnership that is on file with

the secretary of state shall change the name of the foreign limited liability company in

each of the foregoing registrations which is applicable when the foreign limited liability

company files an application for an amended certificate of authority.
N.D. Cent. Code § 10-01.1-08 — ND Code / Title 10 / Chapter 10-01.1 / Section 10-01.1-08
10-01.1-08. Change of registered agent by entity
Status: in_force

10-01.1-08. Change of registered agent by entity

1. A represented entity may change the information currently on file under subsection 1

of section 10-01.1-05 by filing with the secretary of state a statement of change on

forms prescribed by the secretary of state and signed on behalf of the entity which

states:

a. The name of the entity; and

b. The information that is to be in effect as a result of the filing of the statement of

change.

2. The interest holders or governors of a domestic entity need not approve the filing of:

a. A statement of change under this section; or

b. A similar filing changing the registered agent or registered office of the entity in

any other jurisdiction.

3. The appointment of a registered agent pursuant to subsection 1 is an affirmation by

the represented entity that the agent has consented to serve as such.

4. A statement of change filed under this section takes effect on filing.

5. Instead of using the procedures in this section, a represented entity may change the

information currently on file under subsection 1 of section 10-01.1-05 by amending its

most recent registered agent filing as provided by the laws of this state other than this

chapter for amending that filing.
N.D. Cent. Code § 10-32.1-48 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-48
10-32.1-48. Events causing dissociation
Status: in_force

10-32.1-48. Events causing dissociation

A person is dissociated as a member from a limited liability company when:

1. The company has notice of the express will of the person to withdraw as a member,

but, if the person specified a withdrawal date later than the date the company had

notice, then on that later date;

2. An event stated in the operating agreement as causing the dissociation of the person

occurs;

3. The person is expelled as a member pursuant to the operating agreement;

4. The person is expelled as a member by the unanimous consent of the other members

if:

a. It is unlawful to carry on the activities of the company with the person as a

member;

b. There has been a transfer of all of the transferable interest of the person in the

company, other than:

(1) A transfer for security purposes; or

(2) A charging order in effect under section 10-32.1-45 which has not been

foreclosed;

c. The person is a corporation and, within ninety days after the company notifies the

person that it will be expelled as a member because:

(1) The person has filed articles of dissolution or the equivalent;

(2) Its charter has been revoked;

(3) Its right to conduct business has been suspended by the jurisdiction of its

incorporation;

(4) The articles of dissolution have not been revoked; or

(5) Its charter or right to conduct business has not been reinstated; or

d. The person is a limited liability company or partnership that has been dissolved

and whose business is being wound up;

5. On application by the company, the person is expelled as a member by judicial order

because the person:

a. Has engaged, or is engaging, in wrongful conduct that has adversely and

materially affected, or will adversely and materially affect, the activities of the

company;

b. Has willfully or persistently committed, or is willfully and persistently committing, a

material breach of the operating agreement or the duties or obligations of the

person under section 10-32.1-41; or

c. Has engaged, or is engaging, in conduct relating to the activities of the company

which makes it not reasonably practicable to carry on the activities with the

person as a member;

6. In the case of a person who is an individual:

a. The individual dies; or

b. In a member-managed limited liability company:

(1) A guardian or general conservator for the individual is appointed; or

(2) There is a judicial order that the individual has otherwise become incapable

of performing the duties of the individual as a member under this chapter or

the operating agreement;

7. In a member-managed limited liability company, the person:

a. Becomes a debtor in bankruptcy;

b. Executes an assignment for the benefit of creditors; or

c. Seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or

liquidator of the person or of all or substantially all of the property of the person;

8. In the case of a person that is a trust or is acting as a member by virtue of being a

trustee of a trust, the entire transferable interest of the trust in the company is

distributed;

9. In the case of a person that is an estate or is acting as a member by virtue of being a

personal representative of an estate, the entire transferable interest of the estate in the

company is distributed;

10. In the case of a member that is not an individual, partnership, limited liability company,

corporation, trust, or estate, the termination of the member;

11. The company participates in a merger under sections 10-32.1-55 through 10-32.1-71,

if:

a. The company is not the surviving entity; or

b. Otherwise as a result of the merger, the person ceases to be a member;

12. The company participates in a conversion under sections 10-32.1-61 through

10-32.1-71;

13. The company participates in a domestication under sections 10-32.1-67 through

10-32.1-71, if, as a result of the domestication, the person ceases to be a member; or

14. The company terminates.
N.D. Cent. Code § 10-33-143 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-143
10-33-143. Secretary of state - Forms
Status: in_force

10-33-143. Secretary of state - Forms

All annual reports required by this chapter to be filed in the office of the secretary of state

must be made on forms prescribed by the secretary of state. Forms for all other records to be

filed in the office of the secretary of state may be furnished by the secretary of state upon

request. However, the use of the forms, unless otherwise specifically required by law, is not

mandatory.
N.D. Cent. Code § 10-13-11 — ND Code / Title 10 / Chapter 10-13 / Section 10-13-11
10-13-11. Right of rural electric cooperative to construct, own, and maintain electric transmission lines
Status: in_force

10-13-11. Right of rural electric cooperative to construct, own, and maintain electric

transmission lines.

1. For purposes of this section, the terms electric transmission provider, electric

transmission line, electric public utility, and rural electric cooperative have the same

meanings as in section 49-03-01.5.

2. Except as provided in subsection 3, an electric transmission provider or designee may

not construct an electric transmission line interconnecting with an existing electric

transmission line owned, leased, or operated by a rural electric cooperative, unless the

electric transmission provider or designee has provided written notice to the rural

electric cooperative of its intention to do so. If the rural electric cooperative provides

written notification to the electric transmission provider or designee within one hundred

eighty days from receipt of the written notice under this subsection, that the rural

electric cooperative is willing and able to construct and operate a similar electric

transmission line, the rural electric cooperative shall have the right to construct the

line.

3. If an electric transmission line would interconnect facilities owned, leased, or operated

by a rural electric cooperative and facilities owned, leased, or operated by a municipal

utility, a municipal power agency, or an electric public utility doing business in this state

the following conditions apply:

a. The rural electric cooperative and municipal utility, municipal power agency, or the

electric public utility shall attempt to agree on all terms and conditions, including

design, construction, ownership, and operation of the electric transmission line.

b. If parties are unable to agree, this subsection does not compel a party to

participate in the project or be construed as a waiver by any party of its right to

establish and enforce any requirements for interconnection of transmission

facilities to its transmission system.

4. For purposes of this section, a "municipal utility" means anything a municipality is

allowed to possess under section 40-33-01 and a "municipal power agency" has the

meaning provided in section 40-33.2-02.
N.D. Cent. Code § 10-33-02 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-02
10-33-02. Application and election
Status: in_force

10-33-02. Application and election

1. This chapter applies to all nonprofit corporations incorporated for a purpose for which

a corporation might be incorporated under this chapter.

2. A corporation in existence before August 1, 1997, which has incorporated under

chapters 10-24, 10-25, 10-26, 10-27, and 10-28 as they existed on July 31, 1997, or

any other chapter that provides that corporations incorporated under that chapter and

governed by the nonprofit corporation laws of this state, may elect after July 31, 1997,

and before August 1, 1998, to become governed by this chapter.

a. If the articles of an electing corporation include a provision prohibited by this

chapter or omit a provision required by this chapter or are otherwise inconsistent

with this chapter, the electing corporation shall amend its articles to conform to

the requirements of this chapter. The appropriate provisions of the corporation's

articles or bylaws or the law by which it was governed before the effective date of

the election made pursuant to this section control the manner of adoption of the

amendment.

b. An election by a corporation to become governed by this chapter must be made

by resolution approved by the affirmative vote of the members with voting rights

of the same proportion that is required for amendment of the articles of the

corporation before the election.

(1) If there are no members with voting rights, the corporation must elect to be

governed by this chapter by a resolution adopted by a majority vote of the

directors entitled to vote at a meeting of the board, with proper notice given.

The notice must include a statement that a purpose of the meeting is to

consider an election to become governed by this chapter.

(2) The original of the resolution, and articles of amendment if required, must be

filed with the secretary of state.

(a) The resolution and articles of amendment become effective upon

acceptance by the secretary of state.

(b) If no amendment of the articles is required, the resolution must state

that the articles of the corporation conform to the requirements of this

chapter.

c. Upon filing an election pursuant to this section, all provisions of the bylaws that

are consistent with this chapter remain or become effective and all provisions of

the bylaws that are inconsistent with this chapter cease to be effective.

3. After July 31, 1998, this chapter applies to all existing corporations incorporated under

any chapter of this code providing for the incorporation of corporations for a purpose or

purposes for which a corporation might be incorporated under this chapter or which

are otherwise to be governed by the nonprofit corporation laws of this state.

a. All provisions of the articles and bylaws of the corporation which may be included

in the articles or bylaws under this chapter remain in effect, and all provisions of

the articles and bylaws of the corporation which are inconsistent with this chapter

cease to be effective on August 1, 1998.

b. Any provisions required by this chapter to be contained in the articles that do not

appear in the articles are read into them as a matter of law.
N.D. Cent. Code § 10-19.1-110 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-110
10-19.1-110. Dissolution procedure for corporations that give notice to creditors and claimants
Status: in_force

10-19.1-110. Dissolution procedure for corporations that give notice to creditors and

claimants.

When a notice of intent to dissolve has been filed with the secretary of state, the corporation

may give notice of the filing to each creditor of and claimant against the corporation known or

unknown, present or future, and contingent or noncontingent.

1. If notice to creditors and claimants is given, it must be given by:

a. Publishing the notice once each week for four successive weeks in an official

newspaper, as defined in chapter 46-06, in the county or counties where the

registered office and the principal executive office of the corporation are located;

and

b. Giving written notice to known creditors and claimants pursuant to subsection 39

of section 10-19.1-01.

2. The notice to creditors and claimants must contain:

a. A statement that the corporation is in the process of dissolving;

b. A statement that the corporation has filed with the secretary of state a notice of

intent to dissolve;

c. The date of filing the notice of intent to dissolve;

d. The address of the office to which written claims against the corporation must be

presented; and

e. The date by which all the claims must be received, which must be the later of

ninety days after published notice or, with respect to a particular known creditor or

claimant, ninety days after the date on which written notice was given to that

creditor or claimant. Published notice is deemed given on the date of first

publication for the purpose of determining this date.

3. With respect to claims against a corporation that gave notice to creditors and

claimants:

a. The corporation has thirty days from the receipt of each claim filed according to

the procedures set forth by the corporation on or before the date set forth in the

notice to accept or reject the claim by giving written notice to the person

submitting it. A claim not expressly rejected in this manner is deemed accepted.

b. A creditor or claimant to whom notice is given and whose claim is rejected by the

corporation has:

(1) Sixty days from the date of rejection;

(2) One hundred eighty days from the date the corporation filed with the

secretary of state the notice of intent to dissolve; or

(3) Ninety days after the date on which notice was given to the creditor or

claimant,

whichever is longer, to pursue any other remedies with respect to the claim.

c. A creditor or claimant to whom notice is given who fails to file a claim according to

the procedures set forth by the corporation on or before the date set forth in the

notice is barred from suing on that claim or otherwise realizing upon it or

enforcing it, except as provided in section 10-19.1-124.

d. A creditor or claimant whose claim is rejected by the corporation under

subdivision b is barred from suing on that claim or otherwise realizing upon or

enforcing it, if the creditor or claimant does not initiate legal, administrative, or

arbitration proceedings with respect to the claim within the time provided in

subdivision b.

4. Articles of dissolution for a corporation dissolving under this section that has given

notice to creditors and claimants under this section must be filed with the secretary of

state after:

a. The ninety-day period in subdivision e of subsection 2 has expired and the

payment of claims of all creditors and claimants filing a claim within that period

has been made or provided for; or

b. The longest of the periods described in subdivision b of subsection 3 has expired

and there are no pending legal, administrative, or arbitration proceedings by or

against the corporation commenced within the time provided in subdivision b of

subsection 3.

5. The articles of dissolution for a corporation that has given notice to creditors and

claimants under this section must state:

a. The last date on which the notice was given and:

(1) That the payment of all creditors and claimants filing a claim within the

ninety-day period in subdivision e of subsection 2 has been made or

provided for; or

(2) The date on which the longest of the periods described in subdivision b of

subsection 3 expired;

b. That the remaining property, assets, and claims of the corporation have been

distributed among its shareholders in accordance with subsection 5 of section

10-19.1-92, or that adequate provision has been made for that distribution; and

c. That there are no pending legal, administrative, or arbitration proceedings by or

against the corporation commenced within the time provided in subdivision b of

subsection 3, or that adequate provision has been made for the satisfaction of

any judgment, order, or decree that may be entered against it in a pending

proceeding.
N.D. Cent. Code § 10-04-18 — ND Code / Title 10 / Chapter 10-04 / Section 10-04-18
10-04-18. Penalties
Status: in_force

10-04-18. Penalties

1. Any person who willfully violates any provision of this chapter, except section

10-04-08.4 or subsection 4 of section 10-04-10, or any rule or order of the

commissioner made pursuant to the provisions of this chapter, or who engages in any

act, practice, or transaction declared by any provision of this chapter to be unlawful

shall be guilty of a class B felony.

2. As used in this section, the term "willfully", except as it applies to subdivisions a and b

of subsection 1 of section 10-04-10.1 and subdivisions a and c of subsection 2 of

section 10-04-15, means that the person acted intentionally in the sense that the

person was aware of what the person was doing. Proof of evil motive or intent to

violate the law or knowledge that the law was being violated is not required.

3. Each violative act or omission constitutes a separate offense, and a prosecution or

conviction for any one offense shall not bar a prosecution or conviction for any other

offense.

4. An information must be filed or an indictment must be found under this chapter within

five years after the alleged violation.

5. No action may be brought under this chapter by the commissioner after five years from

the date that the commissioner knew or reasonably should have known about the facts

that are the basis for the alleged violation. This subsection does not apply to any

action under sections 10-04-09 and 10-04-11.
N.D. Cent. Code § 10-31-13.1 — ND Code / Title 10 / Chapter 10-31 / Section 10-31-13.1
10-31-13.1. Foreign professional organizations - Practice in the state
Status: in_force

10-31-13.1. Foreign professional organizations - Practice in the state

1. A foreign professional organization may practice a profession in this state only through

executives, owners, employees, and agents who are licensed to practice the

profession in this state. The practice of a profession in this state by a foreign

professional organization is subject to the laws and regulations of this state governing

the practice of such professional service.

2. The certificate of authority of a foreign professional organization may be revoked by

the secretary of state as provided in this chapter, if the foreign professional

organization fails to comply with this chapter.

3. This chapter does not prohibit the practice of a profession in this state by an individual

who is an executive, owner, employee, or agent of a foreign professional organization,

if the individual could lawfully practice the profession in this state in the absence of any

relationship to a foreign professional organization.

4. This section applies regardless of whether the foreign professional organization is

authorized to practice a profession in this state.

5. A foreign professional organization may render only one specific type of professional

service and services ancillary thereto in this state. A foreign professional organization

may not engage in any business in this state other than rendering the professional

service it is authorized to render and services ancillary thereto.

6. a. The provisions of chapter 10-19.1, applicable to foreign corporations, apply to a

foreign professional organization rendering professional services in this state in

the form of a foreign corporation. Such a foreign professional organization enjoys

the powers and privileges and is subject to the duties, restrictions, and liabilities

of other foreign corporations doing business in this state, except when

inconsistent with the letter and purpose of the provisions of this chapter

applicable to foreign professional organizations.

b. A foreign professional organization rendering professional services in this state in

the form of a foreign corporation shall include in its application for a certificate of

authority under section 10-19.1-135 or its annual report under section

10-19.1-146 the following information:

(1) The profession to be practiced by the foreign corporation;

(2) The names and residence addresses of all directors and shareholders of the

corporation who practice the profession in this state; and

(3) In an application for a certificate of authority, a certificate from the regulating

board of the profession involved that all directors and shareholders who

practice the profession in this state are licensed in this state to render the

same professional service as those for which the corporation was formed;

and in an annual report, a statement that all directors and shareholders who

practice the profession in this state are licensed in this state to render the

same professional service as those for which the corporation was formed.

7. a. The provisions of chapter 10-32.1 applicable to foreign limited liability companies

apply to a foreign professional organization rendering professional services in this

state in the form of a foreign limited liability company. Such a foreign professional

organization enjoys the powers and privileges and is subject to the duties,

restrictions, and liabilities of other foreign limited liability companies doing

business in this state, except when inconsistent with the letter and purpose of the

provisions of this chapter applicable to foreign professional organizations.

b. A foreign professional organization rendering professional services in this state in

the form of a foreign limited liability company shall include in its application for a

certificate of authority under section 10-32.1-75 or its annual report under section

10-32.1-89 the following information:

(1) The profession to be practiced by the foreign limited liability company;

(2) The names and residence addresses of all members or managers of the

limited liability company who practice the profession in this state; and

(3) In an application for a certificate of authority, a certificate from the regulating

board of the profession involved that all members or managers who practice

the profession in this state are licensed in this state to render the same

professional service as those for which the limited liability company was

formed; and in an annual report, a statement that all members or managers

who practice the profession in this state are licensed in this state to render

the same professional service as those for which the limited liability

company was formed.

8. a. The provisions of chapter 45-22 applicable to foreign limited liability partnerships

apply to a foreign professional organization rendering professional services in this

state in the form of a foreign limited liability partnership. Such a foreign

professional organization enjoys the powers and privileges and is subject to the

duties, restrictions, and liabilities of other foreign limited liability partnerships

doing business in this state, except when inconsistent with the letter and purpose

of the provisions of this chapter applicable to foreign professional organizations.

b. A foreign professional organization rendering professional services in this state in

the form of a foreign limited liability partnership shall include in its registration

under section 45-22-03 the following information:

(1) The profession to be practiced by the foreign limited liability partnership;

(2) The names and residence addresses of all partners of the limited liability

partnership who practice the profession in this state; and

(3) In a registration, a certificate from the regulating board of the profession

involved that all partners who practice the profession in this state are

licensed in this state to render the same professional service as those for

which the limited liability partnership was formed.

9. The name of a foreign professional organization rendering professional services in this

state shall contain words or abbreviations required or authorized by the laws of the

jurisdiction in which the foreign professional organization is incorporated, organized, or

originally registered.
N.D. Cent. Code § 10-19.1-85 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-85
10-19.1-85. Financial statements
Status: in_force

10-19.1-85. Financial statements

1. A corporation shall, upon the written request of a shareholder, prepare annual financial

statements within one hundred eighty days after the close of the corporation's fiscal

year, including at least a balance sheet as of the end of the fiscal year and a statement

of income for the fiscal year, prepared on the basis of accounting methods reasonable

in the circumstances. The financial statements may be consolidated statements of the

corporation and one or more of its subsidiaries.

a. If the statements are audited by a public accountant, each copy must be

accompanied by a report setting forth the opinion of the accountant on the

statements.

b. If these statements are not audited by a public accountant, each copy must be

accompanied by a statement of the treasurer or other person in charge of the

corporation's financial records:

(1) Stating the reasonable belief of the person that the financial statements

were prepared in accordance with accounting methods reasonable in the

circumstances;

(2) Describing the basis of presentation; and

(3) Describing any respects in which the financial statements were not prepared

on a basis consistent with those prepared for the previous year.

2. Upon written request by a shareholder, a corporation shall furnish its most recent

annual financial statements as required under subsection 1 no later than ten business

days after receipt of a shareholder's written request. "Furnish" for purposes of this

subsection means that the corporation shall deliver or mail, postage prepaid, the

financial statements to the address specified by the requesting shareholder.
N.D. Cent. Code § 10-15-57.1 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-57.1
10-15-57.1. Correcting a filed record
Status: in_force

10-15-57.1. Correcting a filed record

With respect to correction of a filed record:

1. Whenever a record authorized by this chapter to be filed with the secretary of state

has been filed and inaccurately records the action referred to in the record, contains

an inaccurate or erroneous statement, or was defectively or erroneously signed,

sealed, acknowledged, or verified, the record may be corrected by filing a statement of

correction.

2. A statement of correction:

a. Must:

(1) Be signed by:

(a) The person that signed the original record; or

(b) By a person authorized to sign on behalf of that person;

(2) Set forth the name of the cooperative that filed the record;

(3) Identify the record to be corrected by description and by the date of its filing

with the secretary of state;

(4) Identify the inaccuracy, error, or defect to be corrected; and

(5) Set forth a statement in corrected form of the portion of the record to be

corrected.

b. May not revoke or nullify the record.

3. The statement of correction must be filed with the secretary of state.

4. With respect to the effective date of correction:

a. A certificate issued by the secretary of state before a record is corrected, with

respect to the effect of filing the original record, is considered to be applicable to

the record as corrected as of the date the record as corrected is considered to

have been filed under this subsection.

b. After a statement of correction has been filed with the secretary of state, the

original record as corrected is considered to have been filed on the date the

original record was filed as to all other persons and for all other purposes.
N.D. Cent. Code § 10-19.1-73.3 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-73.3
10-19.1-73.3. Voting list
Status: in_force

10-19.1-73.3. Voting list

1. After fixing a record date for notice of and voting at a meeting, a corporation shall

prepare an alphabetical or numerical list of the identities of all its shareholders entitled

to notice and to vote. The list must show:

a. The number of shares each shareholder is entitled to vote at the meeting;

b. Each shareholder's physical mailing address, if the identity of a shareholder on

the list consists of the shareholder's name; and

c. Each shareholder's authorized means of receipt for electronic transmissions, if

the identity of a shareholder on the list consists of the shareholder's data

address.

2. The list of shareholders must be available for inspection by a shareholder with voting

rights for the purpose of communication with other shareholders concerning the

meeting, beginning two business days after the meeting notice is given and continuing

through the meeting, at the principal executive office of the corporation or at a

reasonable place identified in the meeting notice in the city where the meeting will be

held.

a. The list must also be available at the meeting.

b. A shareholder or a shareholder's agent or attorney is entitled on written demand

to inspect and to copy the list, at a reasonable time and at the shareholder's

expense, during the period it is available for inspection and at any time during the

meeting or an adjournment.

3. If the corporation refuses to allow a shareholder with voting rights, or the shareholder's

agent or attorney, to inspect the list of shareholders before or at the meeting, the

district court of the county where the principal executive office of the corporation is

located, on application of the shareholder, may:

a. Order the inspection or copying at the corporation's expense;

b. Postpone the meeting until the inspection or copying is complete; or

c. Order the corporation to pay the shareholder's costs, including reasonable

attorney's fees, incurred to obtain the order.

4. Unless a written demand to inspect and copy a shareholder list has been made under

subsection 2 before the shareholder meeting and a corporation improperly refuses to

comply with the demand, refusal or failure to comply with this section does not affect

the validity of action taken at the meeting.

5. A shareholder or a shareholder's agent or attorney who gains access to a shareholder

list under this section may not use or give it to another for use of the shareholder list

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

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

this subsection.
N.D. Cent. Code § 10-33-129 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-129
10-33-129. Foreign corporation - Issuance of certificate of authority
Status: in_force

10-33-129. Foreign corporation - Issuance of certificate of authority

If the secretary of state finds that an application for a certificate of authority conforms to law

and that all fees have been paid, the secretary shall:

1. Endorse on the application the word "filed" and the date of the filing;

2. File the application and the certificate of good standing or certificate of existence; and

3. Issue to the corporation or its representative a certificate of authority to conduct

activities in this state.