N.D. Cent. Code § 10-32.1-86 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-86
10-32.1-86. Secretary of state - Filing of records with secretary of state - Effective date
Status: in_force

10-32.1-86. Secretary of state - Filing of records with secretary of state - Effective

date.

1. A record authorized or required to be filed with the secretary of state under this chapter

must be captioned to describe the purpose of the record, be in a medium permitted by

the secretary of state, and be delivered to the secretary of state. If the filing fees

required by section 10-32.1-92 have been paid, then, unless the secretary of state

determines that a record does not comply with the filing requirements of this chapter,

the secretary of state shall file the record and for all records, except annual reports,

send an image of the filed record to the person who filed the record.

2. Upon request and payment of the fee provided in section 10-32.1-92, the secretary of

state shall send to the requester a certified copy of a requested record.

3. Except as otherwise provided in this chapter, a record filed with the secretary of state

under this chapter may specify a delayed effective date which must be no later than

ninety days from the date of filing. Subject to section 10-32.1-18, subdivision a of

subsection 4 of section 10-32.1-20, and section 10-32.1-87, if the record does not

specify a delayed effective date, then a record filed with the secretary of state is

effective on the date the record is filed as evidenced by the endorsement of the

secretary of state of the date on the record.
N.D. Cent. Code § 10-19.1-71 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-71
10-19.1-71. Regular meetings of shareholders
Status: in_force

10-19.1-71. Regular meetings of shareholders

1. Regular meetings of shareholders may be held on an annual or other less frequent

periodic basis but need not be held unless required by the articles or bylaws or by

subsection 2.

2. If a regular meeting of shareholders has not been held during the earlier of six months

after the fiscal yearend of the corporation or fifteen months after its last meeting:

a. A shareholder or shareholders holding five percent or more of the voting power of

all shares entitled to vote may demand a regular meeting of shareholders by

written notice of demand given to the president or secretary of the corporation.

b. Within thirty days after receipt of the demand by one of those officers, the board

shall cause a regular meeting of shareholders to be called and held at the

expense of the corporation on notice no later than ninety days after receipt of the

demand.

c. If the board fails to cause a regular meeting to be called as required by this

subsection, the shareholders making the demand may call the meeting by giving

notice as required by section 10-19.1-73.

d. All necessary expenses of the notice and the meeting must be paid by the

corporation.

3. A regular meeting, if any, must be held on the date and at the time and place fixed by,

or in a manner authorized by, the articles or bylaws, except that a meeting called by or

at the demand of a shareholder pursuant to subsection 2 must be held in the county

where the principal executive office of the corporation is located. To the extent

authorized by the articles or bylaws, the board may determine that a regular meeting

of the shareholders shall be held solely by means of remote communication in

accordance with subsection 3 of section 10-19.1-75.2.

4. At each regular meeting of shareholders:

a. There must be an election of qualified successors for directors who serve for an

indefinite term or whose terms have expired or are due to expire within six

months after the date of the meeting.

b. No other particular business is required to be transacted.

c. Any business appropriate for action by the shareholders may be transacted.

5. Failure to hold a meeting in accordance with the articles or bylaws does not affect the

validity of a corporate action.
N.D. Cent. Code § 10-33-96 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-96
10-33-96. Methods of dissolution
Status: in_force

10-33-96. Methods of dissolution

1. Subject to section 10-33-122, a corporation may be dissolved:

a. By the incorporators under section 10-33-97;

b. By the board and members with voting rights under sections 10-33-98 through

10-33-103; or

c. By order of a court under sections 10-33-106 through 10-33-113.

2. A corporation also may be dissolved by the secretary of state under section 10-33-139.
N.D. Cent. Code § 10-33-51 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-51
10-33-51. Multiple offices
Status: in_force

10-33-51. Multiple offices

Unless the articles or bylaws provide otherwise, any number of offices or functions of those

offices may be held or exercised by the same individual. If a record must be signed by

individuals holding different offices or functions and an individual holds or exercises more than

one of those offices or functions, that individual may sign the record in more than one capacity,

but only if the record indicates each capacity in which the individual signs.
N.D. Cent. Code § 10-36-04 — ND Code / Title 10 / Chapter 10-36 / Section 10-36-04
10-36-04. Tax status of a nonprofit limited liability company
Status: in_force

10-36-04. Tax status of a nonprofit limited liability company

The status of a nonprofit limited liability company under this chapter is not determinative of

its tax treatment.
N.D. Cent. Code § 10-33-75 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-75
10-33-75. Remote communications for member meetings
Status: in_force

10-33-75. Remote communications for member meetings

1. This section shall be construed and applied to:

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

b. Be consistent with reasonable practices concerning remote communication and

with continued expansion of these practices.

2. Unless otherwise provided by the articles or bylaws:

a. A meeting of the members may be held solely by one or more means of remote

communication:

(1) If notice of the meeting is given to every member entitled to vote; and

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

constitute a quorum at a meeting.

b. A member not physically present at a regular or special meeting of members may

by means of remote communication participate in a meeting of members held at a

designated place.

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

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

in which one or more members participate by means of remote communication under

subdivision b of subsection 2:

a. The corporation shall implement reasonable measures:

(1) To verify that each person deemed present and entitled to vote at the

meeting by means of remote communication is a member; and

(2) To provide each member participating by means of remote communication

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

opportunity to:

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

concurrently with those proceedings;

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

member's remarks heard or read by other participants in the meeting

substantially concurrently with the making of those remarks; and

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

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

person or by proxy if all of the other requirements of section 10-33-77 are met.

4. With respect to notice to members:

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

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

consented to by the member to whom the notice is given is effective when given.

The notice is deemed given:

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

which the member has consented to receive notice;

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

the member has consented to receive notice;

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

consented to receive notice, together with separate notice to the member of

the specific posting, upon the later of:

(a) The posting; or

(b) The giving of the separate notice; and

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

consented to receive notice, when directed to the member.

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

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

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

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

in writing or by authenticated electronic communication. The corporation is

entitled to rely on any consent so given until revoked by the member, provided

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

corporation of revocation of the consent.

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

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

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

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

according to section 10-33-73.

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

communication may be given in the manner provided in subsection 5 of section
N.D. Cent. Code § 10-19.1-48 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-48
10-19.1-48. Board committees
Status: in_force

10-19.1-48. 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 business of the corporation only 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 board.

3. Sections 10-19.1-43, 10-19.1-44, and 10-19.1-45 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 10-19.1-50.

6. Committee members are deemed to be directors for purposes of sections 10-19.1-50,

10-19.1-51, and 10-19.1-91.

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 the 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 a subcommittee

member.
N.D. Cent. Code § 10-15-16 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-16
10-15-16. Voting
Status: in_force

10-15-16. Voting

Except as permitted in this section, no person other than a member may vote at any

member meeting.

1. A person who has not fully paid for membership may not vote except as expressly

permitted in the bylaws. If the cooperative permits two or more persons to hold one

membership, the bylaws may provide how such member vote is to be cast.

2. At any member meeting of a cooperative composed of individual members and

member associations, each such individual member or association member shall be

entitled to only one vote. In the case of a cooperative composed only of member

associations, such member associations shall have only one vote, except that the

articles may permit either or both:

a. A member association to cast additional votes not exceeding a number equal to

its membership.

b. A cooperative whose member-patrons include other associations to base voting

in whole or in part on a patronage basis.

3. A member owning membership stock gains no additional vote thereby.

4. Voting by proxy shall not be allowed in any cooperative, except the bylaws may

provide for representation of members by delegates apportioned territorially. A

delegate shall cast the votes to which members represented by the delegate are

entitled.

5. An absent member may submit a signed vote if the absent member has been

previously notified in writing of the exact motion or resolution upon which the vote is

taken. The bylaws may limit use of signed votes.

6. In the absence of written notice that some person has been designated to represent a

member who is other than a natural person, such member may be represented by any

of its principal officers. Unless the bylaws provide otherwise, an individual may

represent more than one such member, and may also vote as an individual if the

individual is a member.

7. The bylaws may set forth provisions, not inconsistent with this chapter, relating to the

methods and procedures for voting.

8. Whenever the articles require the vote of a greater proportion of the members than

required by this chapter, the articles control.
N.D. Cent. Code § 10-15-26 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-26
10-15-26. Directors - Meetings, quorum, and waiver of notice
Status: in_force

10-15-26. Directors - Meetings, quorum, and waiver of notice

1. Meetings of the board shall be held at such place and upon such notice as is

prescribed in or pursuant to the bylaws.

2. Unless a greater number is required in the bylaws, a majority of the directors in office

shall constitute a quorum for transaction of business. Unless a greater number is

required in the bylaws, an act of the majority of the directors present at a meeting at

which a quorum is present shall be the act of the board.

3. A signed waiver of notice of a board meeting is equivalent to personal notice to the

person so signing. Attendance at a meeting is a waiver of notice of such meeting,

except when a director attends the meeting and objects thereat to the transaction of

business because the meeting was not lawfully convened.

4. Unless the bylaws provide otherwise, the purposes of any meeting of the board need

not be specified in the notice or waiver of notice of such meeting.
N.D. Cent. Code § 10-32.1-93 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-93
10-32.1-93. Secretary of state - Certificate of existence and authorization
Status: in_force

10-32.1-93. Secretary of state - Certificate of existence and authorization

1. The secretary of state, upon request, compliance with subsection 2 and payment of

the fee required by section 10-32.1-92, shall furnish to any person a certificate of

existence for:

a. A limited liability company that exists; or

b. A foreign limited liability company that has an active certificate of authority.

2. The limited liability company or foreign limited liability company for which a certificate

of existence is requested must have:

a. Filed all annual reports; and

b. Paid all fees due to the secretary of state.

3. Any certificate furnished by the secretary of state under this section may be created

and furnished as an electronic record with the same force and effect as if produced in

a paper form.
N.D. Cent. Code § 10-19.1-55 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-55
10-19.1-55. Multiple offices
Status: in_force

10-19.1-55. Multiple offices

Any number of offices or functions of those offices may be held or exercised by the same

individual. If a record must be signed by individuals holding different offices or functions and an

individual holds or exercises more than one of those offices or functions, that individual may

sign the record in more than one capacity, but only if the record indicates each capacity in which

the individual signs.
N.D. Cent. Code § 10-33-92 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-92
10-33-92. Merger or consolidation with foreign corporation
Status: in_force

10-33-92. Merger or consolidation with foreign corporation

1. A corporation may merge or consolidate with a foreign corporation by following the

procedures set forth in this section, if the merger or consolidation is permitted by the

laws of the state under which the foreign corporation is incorporated.

2. Each corporation shall comply with sections 10-33-85 through 10-33-91 with respect to

the merger or consolidation of corporations and each foreign corporation shall comply

with the laws under which it was incorporated or by which it is governed.

3. If the single corporation will be incorporated under this chapter, it shall comply with this

chapter.

4. If the single corporation will be a foreign corporation and will conduct activities in this

state, then it shall comply with the provisions of sections 10-33-125 through 10-33-138

with respect to foreign corporations. In every case the single corporation 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 corporation; and

b. An irrevocable appointment of the secretary of state as its agent 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.
N.D. Cent. Code § 10-33-20 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-20
10-33-20. Amendment of articles in court-supervised reorganization
Status: in_force

10-33-20. Amendment of articles in court-supervised reorganization

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

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

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

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

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

plan, so long as the articles as amended contain only provisions which might be

lawfully contained in original articles at the time of making the amendment. In

particular, and without limitation upon any general power of amendment, the articles

may be amended to:

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

corporation.

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

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

corporation has the authority to issue.

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

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

thereof, whether issued or unissued.

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

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

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

class, and fix the terms and conditions thereof.

f. Constitute or reconstitute and classify or reclassify the board and appoint

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

officers then in office.

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

manner:

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

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

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

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

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

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

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

of the United States.

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

If the secretary of state finds that the articles of amendment conform to the filing

requirements of this chapter and that all fees have been paid as provided in

section 10-33-140, the original must be recorded in the office of the secretary of

state.

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

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

so provide.

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

been adopted by unanimous action of the directors and members.
N.D. Cent. Code § 10-33-56 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-56
10-33-56. Standard of conduct for officers
Status: in_force

10-33-56. Standard of conduct for officers

1. 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 10-33-55 is

deemed an officer for purposes of this section and sections 10-33-81 and 10-33-84.

2. An officer is not considered to be a trustee with respect to the corporation or with

respect to property held or administered by the corporation, including without limit,

property that may be subject to restrictions imposed by the donor or transferor of the

property.
N.D. Cent. Code § 10-15-57 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-57
10-15-57. Forms to be furnished by secretary of state
Status: in_force

10-15-57. Forms to be furnished by secretary of state

The secretary of state may provide forms for any document to be filed in the secretary of

state's office under this chapter.
N.D. Cent. Code § 10-15-60 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-60
10-15-60. Application of chapter
Status: in_force

10-15-60. Application of chapter

All foreign and domestic cooperatives are governed by the provisions of this chapter except

that they shall not apply to cooperatives governed by title 26 or by chapters 6-06, 10-12, 10-13,

36-08, or 49-21, except when the laws governing such associations clearly adopt or refer to any

provisions of this chapter or refer to provisions of the general law governing cooperatives.
N.D. Cent. Code § 10-04-15 — ND Code / Title 10 / Chapter 10-04 / Section 10-04-15
10-04-15. Fraudulent practices
Status: in_force

10-04-15. Fraudulent practices

It shall be a fraudulent practice and it shall be unlawful:

1. For any person knowingly to subscribe to, or make or cause to be made, any material

false statement or representation in any application, financial statement, or other

document or statement required to be filed under any provision of this chapter, or to

omit to state any material statement or fact in any such document or statement which

is necessary in order to make the statements made, in light of the circumstances

under which they are made, not misleading.

2. For any person, in connection with the offer, sale, or purchase of any security, directly

or indirectly, to:

a. Employ any device, scheme, or artifice to defraud;

b. Make any untrue statement of a material fact or to omit to state a material fact

necessary in order to make the statements made, in light of the circumstances

under which they are made, not misleading; or

c. Engage in any act, practice, or course of business which operates or would

operate as a fraud or deception upon purchasers or the public.

3. For any person that advises others for compensation, either directly or indirectly or

through publications or writings, as to the value of securities or the advisability of

investing in, purchasing, or selling securities or that, for compensation as part of a

regular business, issues or promulgates analyses or reports relating to securities:

a. To employ a device, scheme, or artifice to defraud another person; or

b. To engage in an act, practice, or course of business that operates or would

operate as a fraud or deceit upon another person or the public.

4. For any person, in connection with the offer, sale, or purchase of any security, or

advising a person to offer, sell, or purchase any security, directly or indirectly, to effect

a series of transactions creating actual or apparent active trading in any security, or to

raise or depress the price of a security, for the purpose of inducing the purchase of the

security.
N.D. Cent. Code § 10-15-11 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-11
10-15-11. Bylaws
Status: repealed

10-15-11. Bylaws

The initial bylaws of a cooperative may be adopted by the temporary board. Thereafter,

bylaws may be adopted and amended only by the members, unless the members adopt a bylaw

that permits the board to make and amend specified bylaws. Any bylaw adopted or amended by

the board shall be reported at the next regular member meeting. Any such bylaw shall be at any

time subject to amendment or repeal by the members. Unless the bylaws provide otherwise,

any bylaw may be adopted, amended, or repealed by a majority of the members present at a

meeting, provided that the members voting must be sufficient in number to constitute a quorum

as provided in this chapter or the bylaws.
N.D. Cent. Code § 10-15-46 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-46
10-15-46. Involuntary dissolution
Status: in_force

10-15-46. Involuntary dissolution

1. A cooperative may be dissolved involuntarily by a decree of the district court where the

principal office or registered agent is located in an action commenced by the attorney

general when any of the following is established:

a. The cooperative's certificate of association was procured through fraud.

b. The cooperative has continued to exceed or abuse the authority conferred upon it

by this chapter.

c. The cooperative failed to comply with a court order for the production of books,

records, or other documents of the cooperative as provided in section 10-15-35.

2. If the cooperative cures its defaults under subdivision c of subsection 1 prior to the

entry of the court's final decree and pays all penalties and court costs that have

accrued, the claim for relief with respect to the defaults so cured will abate.
N.D. Cent. Code § 10-04-04.1 — ND Code / Title 10 / Chapter 10-04 / Section 10-04-04.1
10-04-04.1. Agent or investment adviser representative records - Exempt record
Status: in_force

10-04-04.1. Agent or investment adviser representative records - Exempt record

The home address of an agent or investment adviser representative received by the

commissioner is an exempt record as defined in section 44-04-17.1.
N.D. Cent. Code § 10-32.1-16 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-16
10-32.1-16. Registered office and registered agent
Status: in_force

10-32.1-16. Registered office and registered agent

Every limited liability company shall have a registered office and a registered agent, in the

manner prescribed by chapter 10-01.1.
N.D. Cent. Code § 10-33-38 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-38
10-33-38. Board vacancies
Status: in_force

10-33-38. Board vacancies

1. Unless the articles or bylaws provide otherwise, and except as provided in this section,

if a vacancy occurs on the board, including a vacancy resulting from an increase in the

number of directors:

a. The members with voting rights, if any, may fill the vacancy; or

b. The remaining members of the board, though less than a quorum, may fill the

vacancy.

2. If a vacant office was held by a director elected by a class, chapter, or other

organizational unit or by region or other geographic grouping, only members with

voting rights of the class, chapter, unit, or grouping are entitled to vote to fill the

vacancy.

3. If a vacant office was held by an appointed director, only the person who appointed the

director may fill the vacancy.

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

occurs but the new director may not take office until the vacancy occurs.
N.D. Cent. Code § 10-33-80 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-80
10-33-80. Books and records - Financial statement
Status: in_force

10-33-80. Books and records - Financial statement

1. A corporation shall keep at its principal executive office correct and complete copies of

its articles and bylaws, accounting records, voting agreements, and minutes of

meetings of members, board of directors, and committees having any of the authority

of the board of directors for the last six years.

2. A member or a director, or the agent or attorney of a member or a director, may

inspect all records referred to in subsection 1 or 3 for any proper purpose at any

reasonable time. A proper purpose is one reasonably related to the interest of the

person as a member or director of the corporation.

3. Upon request, a corporation shall give the member or the director a statement showing

the financial result of all operations and transactions affecting income and surplus

during its last annual accounting period and a balance sheet containing a summary of

its assets and liabilities as of the closing date of the accounting period.

4. A member or director who has gained access under this section to any corporate

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

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

corporation, a court may issue a protective order or order other relief as may be

necessary to enforce the provisions of this subsection.

5. The corporation may charge the requesting party a reasonable fee to cover the

expenses of providing copies of records under this section.

6. The records maintained by a corporation may use any information storage technique,

even though the technique makes them illegible visually, if the records can be

converted accurately and within a reasonable time into a form that is legible visually

and whose contents are assembled by related subject matter to permit convenient use

by people in the normal course of business. A corporation shall convert any of the

records referred to in subsection 1 or 3 upon the request of a person entitled to inspect

them with the expense of the conversion being borne by the person who bears the

expense of copying under subsection 5. A copy of the conversion is admissible in

evidence, and must be accepted for all other purposes, to the same extent as the

existing or original records would be if they were legible visually.

7. A member or a director who is wrongfully denied access to or copies of records under

this section may bring an action for injunctive relief, damages, and costs and

reasonable attorney's fees.
N.D. Cent. Code § 10-04-20 — ND Code / Title 10 / Chapter 10-04 / Section 10-04-20
10-04-20. Repeal of certain prior laws, saving of certain rights and liabilities thereunder
Status: repealed

10-04-20. Repeal of certain prior laws, saving of certain rights and liabilities

thereunder.

Repealed by omission from this code.
N.D. Cent. Code § 10-32.1-41 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-41
10-32.1-41. Standards of conduct for members, managers, and governors
Status: in_force

10-32.1-41. Standards of conduct for members, managers, and governors

1. A member of a member-managed limited liability company owes to the company and,

subject to subsection 2 of section 10-32.1-33, the other members the fiduciary duties

of loyalty and care stated in subsections 2 and 3.

2. The duty of loyalty of a member in a member-managed limited liability company

includes the duties:

a. To account to the company and to hold as trustee for it any property, profit, or

benefit derived by the member:

(1) In the conduct or winding up of the activities of the company;

(2) From a use by the member of the property of the company; or

(3) From the appropriation of a limited liability company opportunity;

b. To refrain from dealing with the company in the conduct or winding up of the

activities of the company as or on behalf of a person having an interest adverse

to the company; and

c. To refrain from competing with the company in the conduct of the activities of the

company before the dissolution of the company.

3. Subject to the business judgment rule, the duty of care of a member of a

member-managed limited liability company in the conduct and winding up of the

activities of the company is to act with the care that a person in a like position would

reasonably exercise under similar circumstances and in a manner the member

reasonably believes to be in the best interests of the company. In discharging this duty,

a member may rely in good faith on opinions, reports, statements, or other information

provided by another person that the member reasonably believes is a competent and

reliable source for the information.

4. A member in a limited liability company shall discharge the duties of the member and

exercise any rights under this chapter or under the operating agreement consistently

with the contractual obligation of good faith and fair dealing, including acting in a

manner, in light of the operating agreement, that is honest, fair, and reasonable.

5. It is a defense to a claim under subdivision b of subsection 2, and any comparable

claim in equity or at common law that the transaction was fair to the limited liability

company.

6. All of the members of a member-managed limited liability company or a

manager-managed limited liability company may authorize or ratify, after full disclosure

of all material facts, a specific act or transaction that otherwise would violate the duty

of loyalty.

7. In a manager-managed limited liability company, the following rules apply:

a. Subsections 1, 2, 3, and 5 apply to the manager or managers and not the

members.

b. The duty stated under subdivision c of subsection 2 continues until winding up is

completed.

c. Subsection 4 applies to the members and managers.

d. Subsection 6 applies only to the members.

e. A member does not have any fiduciary duty to the company or to any other

member solely by reason of being a member.

8. In a board-managed limited liability company, the following rules apply:

a. Subsections 1, 2, 3, and 5 apply to the governors and not the members.

b. The duty stated under subdivision c of subsection 2 continues until winding up is

completed.

c. Subsection 4 applies to the members and governors.

d. Subsection 6 applies only to the members.

e. A member does not have any fiduciary duty to the company or to any other

member solely by reason of being a member.
N.D. Cent. Code § 10-15-38 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-38
10-15-38. Filing amendments - Limitation of action
Status: in_force

10-15-38. Filing amendments - Limitation of action

1. Amendments to articles must be signed and acknowledged by an officer of the

cooperative and set forth:

a. The name of the cooperative.

b. The amendments and date of adoption.

c. The number of members.

d. The number of members voting for and against the amendment.

2. One copy of the amendment must be retained in the records of the association, and

one copy must be filed in the office of the secretary of state.

3. No amendment may affect any existing claim for relief or proceedings to which the

cooperative is a party or existing rights of persons other than members or

stockholders.

4. No action may be maintained to invalidate any amendment because of the manner of

its adoption unless commenced within two years after the date of filing.

5. A cooperative that amends its name and is the owner of a service mark, trademark, or

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

partner in a limited partnership which is on file with the secretary of state, must change

or amend its name in each registration when it files an amendment.
N.D. Cent. Code § 10-06.1-20 — ND Code / Title 10 / Chapter 10-06.1 / Section 10-06.1-20
10-06.1-20. Failure to file report - Penalty
Status: in_force

10-06.1-20. Failure to file report - Penalty

Every corporation or limited liability company that willfully fails to file any report required

under this chapter or willfully files false information on any report required under this chapter is

guilty of a class A misdemeanor.
N.D. Cent. Code § 10-32.1-50 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-50
10-32.1-50. Events causing dissolution
Status: in_force

10-32.1-50. Events causing dissolution

1. A limited liability company is dissolved, and its activities must be wound up, upon the

occurrence of any of the following:

a. An event or circumstance that the operating agreement states causes dissolution;

b. The consent of all the members;

c. Following the admission of the initial member or members, the passage of ninety

consecutive days during which the company has no members;

d. On application by a member, the entry by appropriate court of an order dissolving

the company on the grounds that:

(1) The conduct of all or substantially all of the activities of the company are

unlawful; or

(2) It is not reasonably practicable to carry on the activities of the company in

conformity with the articles of organization and the operating agreement;

e. On application by a member, the entry by appropriate court of an order dissolving

the company on the grounds that the managers, governors, or those members in

control of the company:

(1) Have acted, are acting, or will act in a manner that is illegal or fraudulent; or

(2) Have acted or are acting in a manner that is oppressive and was, is, or will

be directly harmful to the applicant.

2. In a proceeding brought under subdivision e of subsection 1, the court may order a

remedy other than dissolution, which may include the sale for fair value of all

membership interests a member owns in a limited liability company to the limited

liability company or one or more of the other members. A remedy other than

dissolution may be ordered in any case where that remedy would be appropriate under

all the facts and circumstances of the case.

3. A proceeding brought under subdivision e of subsection 1 must be brought in a court

within the county in which the registered office of the limited liability company is

located. It is not necessary to make members parties to the action or proceeding

unless relief is sought against them personally.
N.D. Cent. Code § 10-19.1-21 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-21
10-19.1-21. Articles of amendment
Status: in_force

10-19.1-21. Articles of amendment

When an amendment has been adopted, articles of amendment must be prepared which

contain:

1. The name of the corporation.

2. The amendment adopted.

3. The date of the adoption of the amendment by the shareholders or by the

incorporators or the board when no shares have been issued.

4. If the amendment restates the articles in their entirety, a statement that the restated

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

5. A statement that the amendment has been adopted pursuant to this chapter.
N.D. Cent. Code § 10-19.1-67 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-67
10-19.1-67. Lost share certificates - Replacement
Status: in_force

10-19.1-67. Lost share certificates - Replacement

1. A new share certificate may be issued pursuant to section 41-08-38 in place of one

that is alleged to have been lost, stolen, or destroyed.

2. The issuance of a new certificate under this section does not constitute an overissue

of the shares it represents.
N.D. Cent. Code § 10-30.5-08 — ND Code / Title 10 / Chapter 10-30.5 / Section 10-30.5-08
10-30.5-08. Annual audit
Status: in_force

10-30.5-08. Annual audit

The state auditor's office may conduct an annual audit of the financial statements of the

corporation pursuant to this section. If the state auditor's office does not conduct the audit, the

state auditor's office shall contract with a certified public accounting firm to audit annually the

financial statements of the corporation in accordance with generally accepted auditing

standards. The cost of the audit must be borne by the corporation.
N.D. Cent. Code § 10-01.1-14 — ND Code / Title 10 / Chapter 10-01.1 / Section 10-01.1-14
10-01.1-14. Duties of registered agent
Status: in_force

10-01.1-14. Duties of registered agent

The only duties under this chapter of a registered agent who has complied with this chapter

are:

1. To forward to the represented entity at the address most recently supplied to the agent

by the entity any process, notice, or demand that is served on the agent;

2. To provide the notices required by this chapter to the entity at the address most

recently supplied to the agent by the entity; and

3. If the agent is:

a. A noncommercial registered agent, then to keep current the information required

by subsection 1 of section 10-01.1-05 in the most recent registered agent filing for

the entity; or

b. A commercial registered agent, then to keep current the information listed for it

under subsection 1 of section 10-01.1-06.
N.D. Cent. Code § 10-15-05 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-05
10-15-05. Articles - Provisions
Status: in_force

10-15-05. Articles - Provisions

The articles of association shall set forth:

1. The name of the cooperative.

2. The period of existence, unless perpetual. Cooperatives now organized under the

provisions of chapter 4-07 or 10-15 are granted perpetual existence irrespective of the

period of existence set forth in articles of incorporation. Any such cooperative may

nevertheless amend its articles to provide for a limited period of existence.

3. The purposes for which organized. It is sufficient to state that the cooperative may

engage in any activity within the purposes for which cooperatives may be organized,

and all such activities shall then be deemed within its purposes, subject to express

limitations.

4. Whether the cooperative is organized with or without capital stock.

5. The designation of classes of members, if more than one.

6. The number and par value of shares of each authorized class of stock. If more than

one class is authorized, the designation, preferences, limitations, and relative rights of

each class shall also be set forth.

7. Which classes of stock are membership stock.

8. As to each class of stock, the rate of dividend, or that the rate of dividend may be fixed

by the board, or that no dividend will be paid.

9. Any reservation of a right to acquire or recall any stock.

10. The basis of distribution of assets in the event of liquidation.

11. The complete address where the cooperative's principal office is to be located.

12. If the address of the principal office is not located in North Dakota, the name and

complete address in this state of the cooperative's registered agent.

13. The name and address of each incorporator.

14. The names and addresses of at least five incorporators who will act as the temporary

board.

15. The effective date of the cooperative if a later date than that on which the certificate of

association is issued by the secretary of state. A later effective date may not be later

than ninety days after the date on which the certificate of association is issued.
N.D. Cent. Code § 10-31-07.4 — ND Code / Title 10 / Chapter 10-31 / Section 10-31-07.4
10-31-07.4. Issuance and transfer of shares, membership interests, and partnership interests - Exception for minority owners
Status: in_force

10-31-07.4. Issuance and transfer of shares, membership interests, and partnership

interests - Exception for minority owners.

Notwithstanding sections 10-31-07, 10-31-07.2, and 10-31-07.3, if minority owners are

expressly authorized under subsection 3 of section 10-31-04, a professional organization may

issue shares and membership interests to minority members and an owner may transfer shares

or membership interests to minority owners. In the case of issuance or transfer of shares or

membership interests to a minority owner, the organization is exempt from the certificate filing

requirement under sections 10-31-07, 10-31-07.2, and 10-31-07.3. However, if a professional

organization has minority owners, an issuance or transfer of shares or membership interests

may not result in minority owners having a majority ownership in the organization.
N.D. Cent. Code § 10-32.1-52 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-52
10-32.1-52. Known claims against a dissolved limited liability company
Status: in_force

10-32.1-52. Known claims against a dissolved limited liability company

1. Except as otherwise provided in subsection 4, a dissolved limited liability company

may give notice of a known claim under subsection 2 that has the effect as provided in

subsection 3.

2. A dissolved limited liability company may in a record notify its known claimants of the

dissolution. The notice must:

a. Specify the information required to be included in a claim;

b. Provide a mailing address to which the claim is to be sent;

c. State the deadline for receipt of the claim, which may not be less than one

hundred twenty days after the date the notice is received by the claimant; and

d. State that the claim will be barred if not received by the deadline.

3. A claim against a dissolved limited liability company is barred if the requirements of

subsection 2 are met and:

a. The claim is not received by the specified deadline; or

b. If the claim is timely received but rejected by the company:

(1) The company causes the claimant to receive a notice in a record stating that

the claim is rejected and will be barred unless the claimant commences an

action against the company to enforce the claim within ninety days after the

claimant receives the notice of rejection; and

(2) The claimant does not commence the required action within the ninety days.

4. This section does not apply to a claim based on an event occurring after the effective

date of dissolution or a liability that on that date is contingent.
N.D. Cent. Code § 10-19.1-76 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-76
10-19.1-76. Quorum of shareholders
Status: in_force

10-19.1-76. Quorum of shareholders

1. Unless otherwise provided in the articles or bylaws, a quorum for a meeting of

shareholders is the holders of a majority of the voting power of the shares entitled to

vote at the meeting.

2. Except as provided in subdivision b, a quorum is necessary for the transaction of

business at a meeting of shareholders.

a. If a quorum is not present, a meeting may be adjourned from time to time for that

reason.

b. If a quorum has been present at a meeting and shareholders have withdrawn

from the meeting so that less than a quorum remains, the shareholders still

present may continue to transact business until adjournment.
N.D. Cent. Code § 10-33-123 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-123
10-33-123. Powers of attorney general
Status: in_force

10-33-123. Powers of attorney general

1. When it appears to the attorney general it is in the public interest that an investigation

should be made to ascertain whether a proceeding by the attorney general, as

provided in this chapter, should be commenced, the attorney general may:

a. Examine under oath any person in connection with the affairs of the corporation.

b. Examine any record, book, account, or paper as the attorney general determines

necessary.

c. Pursuant to an order of the district court, impound any record, book, account, or

paper, and retain it in the attorney general's possession until the completion of all

proceedings undertaken under this chapter.

2. To accomplish the objectives and to carry out the duties provided by this chapter, the

attorney general may issue subpoenas to any person.

3. If any person fails or refuses to file any statement or report, or obey any subpoena, the

attorney general may apply to the district court for an order enforcing the subpoena or

other investigation demand. Failure to comply with the order of the district court is

contempt of court.
N.D. Cent. Code § 10-33-110 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-110
10-33-110. Filing claims in proceedings to dissolve
Status: in_force

10-33-110. Filing claims in proceedings to dissolve

1. In proceedings referred to in section 10-33-107 to dissolve a corporation, the court

may require all creditors and claimants of the corporation to file their claims under oath

with the clerk of court or with the receiver in a form prescribed by the court.

2. If the court requires the filing of claims, it shall fix a date, which may not be less than

one hundred twenty days from the date of the order, as the last day for the filing of

claims, and shall prescribe the notice of the fixed date that must be given to creditors

and claimants. Before the fixed date, the court may extend the time for filing claims.

Creditors and claimants failing to file claims on or before the fixed date may be barred,

by order of court, from claiming an interest in or receiving payment out of the property

or assets of the corporation.
N.D. Cent. Code § 10-33-112 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-112
10-33-112. Decree of dissolution
Status: in_force

10-33-112. Decree of dissolution

1. In an involuntary or supervised voluntary dissolution, the court shall provide for the

discharge of obligations and the distribution of the assets as set forth in subsection 4

of section 10-33-108 and shall enter a decree dissolving the corporation.

2. When the decree dissolving the corporation has been entered, the corporation is

dissolved.
N.D. Cent. Code § 10-33-78 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-78
10-33-78. Acceptance of member act by the corporation
Status: in_force

10-33-78. Acceptance of member act by the corporation

1. If the name signed on a vote, consent, waiver, or proxy appointment corresponds to

the record name of a member, the corporation if acting in good faith may accept the

vote, consent, waiver, or proxy appointment and give it effect as the act of the member.

2. Unless the articles or bylaws provide otherwise, if the name signed on a vote, consent,

waiver, or proxy appointment does not correspond to the record name of a member,

the corporation if acting in good faith may accept the vote, consent waiver, or proxy

appointment and give it effect as the act of the member if:

a. The member is an organization and the name signed purports to be that of an

officer, manager, or agent of the organization;

b. The name signed purports to be that of an administrator, guardian, or conservator

representing the member and, if the corporation requests, evidence of fiduciary

status acceptable to the corporation has been presented with respect to the vote,

consent, waiver, or proxy appointment;

c. The name signed purports to be that of a receiver or trustee in bankruptcy of the

member, and, if the corporation requests, evidence of this status acceptable to

the corporation has been presented with respect to the vote, consent, waiver, or

proxy appointment;

d. The name signed purports to be that of a pledgee, beneficial owner, or attorney in

fact of the member and if the corporation requests, evidence acceptable to the

corporation of the signatory's authority to sign for the member has been

presented with respect to the vote, consent, waiver, or proxy appointment; or

e. Two or more persons hold the membership as cotenants or fiduciaries and the

name signed purports to be the name of at least one of the coholders and the

person signing appears to be acting on behalf of all the coholders.

3. The corporation may reject a vote, consent, waiver, or proxy appointment if the officer

or agent authorized to tabulate votes, acting in good faith, has reasonable basis for

doubt about the validity of the signature on it or about the signatory's authority to sign

for the member.

4. The corporation or its officer or agent who accepts or rejects a vote, consent, waiver,

or proxy appointment in good faith and in accordance with the standards of this section

is not liable in damages to the member for the consequences of the acceptance or

rejection.

5. Corporate action based on the acceptance or rejection of a vote, consent, waiver, or

proxy appointment under this section is valid unless a court of competent jurisdiction

determines otherwise.
N.D. Cent. Code § 10-29-01 — ND Code / Title 10 / Chapter 10-29 / Section 10-29-01
10-29-01. Stock and transfer books - Affidavit - Notice
Status: in_force

10-29-01. Stock and transfer books - Affidavit - Notice

Upon an affidavit made by the secretary of the corporation that the stock and transfer book

has been lost and that the names and addresses of the stockholders and the total number of

shares issued and outstanding are unknown, in whole or in part, or showing that the records of

stock ownership of the corporation are incomplete and that it is impossible or impracticable for

the corporation to function without a determination with respect thereto, the secretary of state

shall authorize the corporation to publish a notice to stockholders stating that on or before a

date specified, which shall not be less than six months from the date of the first publication of

said notice, all stockholders of the corporation shall register their shares with the corporation at

an address stated in said notice. If the secretary of the corporation is unable to act or if unknown

or if the corporation has no secretary, any other officer or director of the corporation, or if there

is no officer or director, any stockholder may execute and furnish such affidavit, in which case

the affidavit shall state that the secretary of the corporation is unable to act, or that the secretary

is unknown, or that the corporation has no secretary.
N.D. Cent. Code § 10-33-131 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-131
10-33-131. Foreign corporation - Registered agent - Registered office
Status: in_force

10-33-131. Foreign corporation - Registered agent - Registered office

A foreign corporation authorized to conduct activities in this state shall continuously

maintain a registered agent and registered office in this state as provided in chapter 10-01.1.
N.D. Cent. Code § 10-19.1-123 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-123
10-19.1-123. Deposit with administrator of abandoned property of amount due certain shareholders - Appropriation
Status: in_force

10-19.1-123. Deposit with administrator of abandoned property of amount due certain

shareholders - Appropriation.

Upon dissolution of a corporation, the portion of the assets distributable to a person who is

unknown or cannot be found must be reduced to money and deposited with the administrator of

abandoned property for disposition pursuant to chapter 47-30.2. The amount deposited is

appropriated to the administrator of abandoned property and must be paid over to the person or

a legal representative, upon proof satisfactory to the administrator of abandoned property of a

right to payment.
N.D. Cent. Code § 10-32.1-33 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-33
10-32.1-33. Direct action by a member
Status: in_force

10-32.1-33. Direct action by a member

1. Subject to subsection 2, a member may maintain a direct action against another

member, a manager, a governor, or the limited liability company to enforce the rights of

the member and otherwise protect the interests of the member, including rights and

interests under the operating agreement or this chapter or arising independently of the

membership relationship.

2. A member maintaining a direct action under this section must plead and prove an

actual or threatened injury that is not solely the result of an injury suffered or

threatened to be suffered by the limited liability company.
N.D. Cent. Code § 10-19.1-22 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-22
10-19.1-22. Effect of amendment
Status: in_force

10-19.1-22. Effect of amendment

1. An amendment does not affect an existing cause of action in favor of or against the

corporation, nor a pending suit to which the corporation is a party, nor the existing

rights of persons other than shareholders.

2. If the corporate name is changed by the amendment, a suit brought by or against the

corporation under its former name does not abate for that reason.

3. When effective under section 10-19.1-24, an amendment restating the articles in their

entirety supersedes the original articles and all amendments to the original articles.
N.D. Cent. Code § 10-06.1-14 — ND Code / Title 10 / Chapter 10-06.1 / Section 10-06.1-14
10-06.1-14. Applicability of North Dakota limited liability company laws
Status: in_force

10-06.1-14. Applicability of North Dakota limited liability company laws

Chapter 10-32.1 is applicable to farming or ranching limited liability companies and

authorized livestock farm limited liability companies, which have the powers and privileges and

are subject to the duties, restrictions, and liabilities of other business limited liability companies,

except when inconsistent with the intent of this chapter. This chapter takes precedence in the

event of any conflict with the provisions of chapter 10-32.1.
N.D. Cent. Code § 10-33-53 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-53
10-33-53. Contract rights
Status: in_force

10-33-53. Contract rights

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

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

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

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

directors who authorized or approved the contract does not make the contract void or voidable.
N.D. Cent. Code § 10-33-79 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-79
10-33-79. Voting agreements
Status: in_force

10-33-79. Voting agreements

1. To the extent permitted in the articles or bylaws, two or more members may provide for

how they will vote by signing an agreement for that purpose. An agreement may be

valid for a period of up to ten years. The agreement must have a reasonable purpose

consistent with the purposes of the corporation.

2. A voting agreement created under this section is specifically enforceable.

3. A voting agreement is not effective until it is filed with the corporation.
N.D. Cent. Code § 10-19.1-76.3 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-76.3
10-19.1-76.3. Acceptance of shareholder act by the corporation
Status: in_force

10-19.1-76.3. Acceptance of shareholder act by the corporation

1. If the name or network signature signed on a vote, consent, waiver, or proxy

appointment corresponds to the record name or data address of a shareholder, the

corporation if acting in good faith may accept the vote, consent, waiver, or proxy

appointment and give it effect as the act of the shareholder.

2. Unless the articles or bylaws provide otherwise, if the name or network signature

signed on a vote, consent, waiver, or proxy appointment does not correspond to the

record name or data address of a shareholder, the corporation if acting in good faith

may accept the vote, consent waiver, or proxy appointment and give it effect as the act

of the shareholder if:

a. The shareholder is an organization and the name or network signature signed

purports to be that of an officer, manager, or agent of the organization;

b. The name or network signature signed purports to be that of an administrator,

guardian, or conservator representing the shareholder and, if the corporation

requests, evidence of fiduciary status acceptable to the corporation has been

presented with respect to the vote, consent, waiver, or proxy appointment;

c. The name or network signature signed purports to be that of a receiver or trustee

in bankruptcy of the shareholder, and, if the corporation requests, evidence of this

status acceptable to the corporation has been presented with respect to the vote,

consent, waiver, or proxy appointment;

d. The name or network signature signed purports to be that of a pledgee, beneficial

owner, or attorney in fact of the shareholder, and if, the corporation requests,

evidence acceptable to the corporation of the signatory's authority to sign for the

shareholder has been presented with respect to the vote, consent, waiver, or

proxy appointment; or

e. Two or more persons hold the shares as cotenants or fiduciaries and the name or

network signature signed purports to be the name or data address of at least one

of the coholders and the person signing appears to be acting on behalf of all the

coholders.

3. The corporation may reject a vote, consent, waiver, or proxy appointment if the officer

or agent authorized to tabulate votes, acting in good faith, has reasonable basis to

doubt the validity of the signature on it or the authority of the signatory to sign for the

shareholder.

4. The corporation or its officer or agent who accepts or rejects a vote, consent, waiver,

or proxy appointment in good faith and in accordance with the standards of this section

is not liable in damages to the shareholder for the consequences of the acceptance or

rejection.

5. Corporate action based on the acceptance or rejection of a vote, consent, waiver, or

proxy appointment under this section is valid unless a court of competent jurisdiction

determines otherwise.
N.D. Cent. Code § 10-32.1-71 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-71
10-32.1-71. Restrictions on approval of mergers, exchanges, conversions, and domestications
Status: in_force

10-32.1-71. Restrictions on approval of mergers, exchanges, conversions, and

domestications.

1. If a member of a constituent, converting, or domesticating limited liability company will

have personal liability with respect to a surviving, constituent, converted, or

domesticated organization, then approval or amendment of a plan of merger,

exchange, conversion, or domestication is ineffective without the consent of the

member, unless:

a. The operating agreement of the company provides for approval of a merger,

exchange, conversion, or domestication with the consent of fewer than all the

members; and

b. The member has consented to the provision of the operating agreement.

2. A member does not give the consent required by subsection 1 merely by consenting to

a provision of the operating agreement that permits the operating agreement to be

amended with the consent of fewer than all the members.
N.D. Cent. Code § 10-19.1-106 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-106
10-19.1-106. Voluntary dissolution prior to the issuance of shares
Status: in_force

10-19.1-106. Voluntary dissolution prior to the issuance of shares

A corporation that has not issued shares may be dissolved by the incorporators or directors

in the manner set forth in this section:

1. A majority of the incorporators or directors shall sign articles of dissolution containing:

a. The name of the corporation;

b. The date of incorporation;

c. A statement that shares have not been issued;

d. A statement that all consideration received from subscribers for shares to be

issued, less expenses incurred in the organization of the corporation, has been

returned to the subscribers; and

e. A statement that no debts remain unpaid.

2. The articles of dissolution must be filed with the secretary of state, with the fees

provided for in section 10-19.1-147.

3. When the articles of dissolution have been filed with the secretary of state, the

corporation is dissolved.

4. The secretary of state shall issue to the dissolved corporation or its legal

representative a certificate of dissolution that contains:

a. The name of the corporation;

b. The date the articles of dissolution were filed with the secretary of state; and

c. A statement that the corporation is dissolved.
N.D. Cent. Code § 10-19.1-70 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-70
10-19.1-70. Restriction on transfer or registration of securities
Status: in_force

10-19.1-70. Restriction on transfer or registration of securities

1. A restriction on the transfer or registration of transfer of securities of a corporation may

be imposed in the articles, in the bylaws, by a resolution adopted by the shareholders,

or by an agreement among or other written action by a number of shareholders or

holders of other securities or among them and the corporation. A restriction is not

binding with respect to securities issued prior to the adoption of the restriction, unless

the holders of those securities are parties to the agreement or voted in favor of the

restriction.

2. A written restriction on the transfer or registration of transfer of securities of a

corporation which is not manifestly unreasonable under the circumstances and is

noted conspicuously on the face or back of the certificate or included in information

sent to the holders of uncertificated shares in accordance with subsection 6 of section

10-19.1-66 is valid and specifically enforceable against the holder of the restricted

securities or a successor or transferee of the holder, including a pledgee or a legal

representative.

a. Unless noted conspicuously on the face or back of the certificate or included in

information sent to holders of uncertificated shares in accordance with

subsection 6 of section 10-19.1-66, a restriction, even though permitted by this

section, is ineffective against a person without knowledge of the restriction.

b. A restriction under this section is deemed to be noted conspicuously and is

effective if the existence of the restriction is stated on the certificate and reference

is made to a separate record creating or describing the restriction.
N.D. Cent. Code § 10-30-10 — ND Code / Title 10 / Chapter 10-30 / Section 10-30-10
10-30-10. Obligation limitation
Status: in_force

10-30-10. Obligation limitation

At no time shall the total obligations of the corporation exceed twenty times the amount of

the paid-in capital and surplus, not including earned surplus.
N.D. Cent. Code § 10-32.1-09 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-09
10-32.1-09. Governing law
Status: in_force

10-32.1-09. Governing law

The law of this state governs:

1. The internal affairs of a limited liability company; and

2. The liability of a member as member, a manager as manager, and a governor as

governor, for the debts, obligations, or other liabilities of a limited liability company.
N.D. Cent. Code § 10-19.1-117 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-117
10-19.1-117. Qualifications of receivers - Powers
Status: in_force

10-19.1-117. Qualifications of receivers - Powers

1. A receiver must be an individual, a domestic organization, or a foreign organization

authorized to transact business or conduct activities in this state. A receiver shall give

bond as directed by the court with the sureties required by the court.

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

appointing the receiver has exclusive jurisdiction of the corporation and its property.
N.D. Cent. Code § 10-33-146 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-146
10-33-146. Transaction by a nonprofit corporation or entity operating or controlling a hospital or nursing home - Notice of decision - Public meeting - Meeting notice
Status: in_force

10-33-146. Transaction by a nonprofit corporation or entity operating or controlling a

hospital or nursing home - Notice of decision - Public meeting - Meeting notice.

Within ninety days of receipt of the written notice required under section 10-33-144, and

such other additional extension of time permitted or provided under section 10-33-144, the

attorney general shall notify, in writing, the nonprofit corporation or entity operating or controlling

a hospital or nursing home of the attorney general's decision to approve, deny, or take any other

action on the proposed agreement or transaction. Before issuing a written decision under this

section, the attorney general may conduct one or more public hearings, one of which must be

held in the county where the hospital or nursing home is located. At a public hearing under this

section, the attorney general shall request and receive comments from any interested person

regarding the proposed agreement or transaction. At least fourteen days before a public hearing

under this section, the attorney general shall provide notice of the meeting by publication in the

official newspaper of the city in which the hospital or nursing home is located. The attorney

general shall also provide notice of the meeting to the governing body of the county in which the

hospital or nursing home is located, if applicable, and to the governing body of the city in which

the hospital or nursing home is located, if applicable. Any party to the agreement may institute

legal proceedings in the district court of the county in which the hospital or nursing home is

located to review the attorney general's decision. In a district court action brought under this

section, the attorney general's decision is subject to de novo review by the court. In a

proceeding under this section, the attorney general must be served with notice and is entitled to

be heard. If the attorney general substantially prevails in a proceeding under this section, the

attorney general is entitled to an award of attorney's fees, investigation fees, costs, and

expenses of any investigation and proceeding 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.
N.D. Cent. Code § 10-30.6-05 — ND Code / Title 10 / Chapter 10-30.6 / Section 10-30.6-05
10-30.6-05. Board of directors
Status: repealed

10-30.6-05. Board of directors

1. All the corporate powers of the corporation must be exercised by a board of no fewer

than five elected directors who must be residents of this state. The number of directors

and their term of office must be determined in the bylaws. If any vacancy occurs in the

board of directors, the remaining directors may elect a person to fill the vacancy until

the next annual meeting of the corporation.

2. The first board of directors shall adopt bylaws, which remain effective until amended or

repealed by action of the board.

3. The first annual meeting must be held at a date to be fixed by the board of directors as

soon as reasonably possible after a minimum of twenty-five percent of the capital

stock of the corporation has been paid into its treasury. The annual meeting must be

called in the manner provided by the bylaws.
N.D. Cent. Code § 10-15-55 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-55
10-15-55. Defense of ultra vires
Status: in_force

10-15-55. Defense of ultra vires

No act and no transfer of property to or by a cooperative is invalid because made in excess

of the cooperative's power, except that such lack of power may be asserted in a proceeding by:

1. A member, stockholder, or director against the cooperative to enjoin any act or any

transfer of property to or by the cooperative.

2. The cooperative or its legal representative against any present or former officer or

director.

3. The attorney general against the cooperative in an action to dissolve the cooperative

or to enjoin it from the transaction of unauthorized business.
N.D. Cent. Code § 10-33-103 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-103
10-33-103. Filing of articles of dissolution - Effective date of dissolution - Certificate of dissolution
Status: in_force

10-33-103. Filing of articles of dissolution - Effective date of dissolution - Certificate

of dissolution.

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

together with the fees provided in section 10-33-140. If the secretary of state finds that

the articles of dissolution conform, the secretary of state shall issue a certificate of

dissolution.

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

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

corporation is dissolved.

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

representative, a certificate of dissolution that contains:

a. The name of the corporation;

b. The date the articles of dissolution are effective; and

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

dissolution.
N.D. Cent. Code § 10-35-28 — ND Code / Title 10 / Chapter 10-35 / Section 10-35-28
10-35-28. Annual report - Franchise fee
Status: in_force

10-35-28. Annual report - Franchise fee

1. Instead of filing an annual report under section 10-19.1-146, each publicly traded

corporation shall file under this section, within the time provided in section 10-35-29,

an annual report setting forth:

a. The name of the publicly traded corporation;

b. A statement that it is a publicly traded corporation;

c. The name of the publicly traded corporation's registered agent and the address of

the registered office of the publicly traded corporation;

d. The address of the principal executive office of the publicly traded corporation;

e. A brief statement of the character of the business, if any, in which the publicly

traded corporation is actually engaged in this state; and

f. The names and respective business addresses of the executive officers and

directors of the publicly traded corporation.

2. The annual report must be submitted on forms prescribed by the secretary of state.

The information provided must be given as of the date of the execution of the report.

The annual report must be signed as provided in subsection 58 of section 10-19.1-01,

the articles or the bylaws, or by a resolution approved by the affirmative vote of the

required proportion or number of the directors. If the publicly traded corporation is in

the hands of a receiver or trustee, it must be signed on behalf of the publicly traded

corporation by the receiver or trustee. The secretary of state may destroy all annual

reports provided for in this section after they have been on file for six years.

3. Instead of the fees provided for annual report filings in section 10-19.1-147, the

secretary of state shall collect a franchise fee with the annual report from every

publicly traded corporation for each calendar year in an amount equal to sixty dollars

for each ten thousand shares of authorized capital stock of the publicly traded

corporation.

a. In the case of a publicly traded corporation that has not been a publicly traded

corporation during an entire twelve-month calendar year, the amount of the

publicly traded corporation franchise fee due, as provided in this section, shall be

prorated on a monthly basis for the portion of the year during which the publicly

traded corporation was a publicly traded corporation. For this purpose, any

portion of a month shall be regarded as a whole month.

b. In no case shall the publicly traded corporation franchise fee imposed by this

section be more than eighty thousand dollars or less than sixty dollars.

c. If a publicly traded corporation changes during a calendar year the number of

shares of its authorized capital stock, the total annual publicly traded corporation

franchise fee payable as provided in this section shall be arrived at by adding

together the franchise fees calculated as set forth in this section as prorated for

the several periods of the year during which each distinct authorized amount of

shares of capital stock was in effect.

d. For the purpose of computing the franchise fee imposed by this section, the

authorized capital stock of a publicly traded corporation shall be considered to be

the total number of shares of all classes and series that the public corporation is

authorized to issue, whether or not the number of shares that may be outstanding

at any one time is a lesser number.

e. Except as provided in this subsection, the publicly traded corporation franchise

fee shall be in addition to any other taxes or fees imposed by this state on the

publicly traded corporation.
N.D. Cent. Code § 10-32.1-30 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-30
10-32.1-30. Sharing of and right to distributions before dissolution
Status: in_force

10-32.1-30. Sharing of and right to distributions before dissolution

1. Except as provided in subsection 5 and subject to paragraphs 1 through 4 of

subdivision c of subsection 4 of section 10-32.1-05, any distributions made by a limited

liability company before its dissolution and winding up must be in equal shares among

members and dissociated members, except to the extent necessary to comply with

any transfer effective under section 10-32.1-44 and any charging order in effect under

section 10-32.1-45.

2. A person has a right to a distribution before the dissolution and winding up of a limited

liability company only if the company decides to make an interim distribution. The

dissociation of a person does not entitle the person to a distribution.

3. A person does not have a right to demand or receive a distribution from a limited

liability company in any form other than money. Except as otherwise provided in

section 10-32.1-54, a limited liability company may distribute an asset in kind if each

part of the asset is fungible with each other part and each person receives a

percentage of the asset equal in value to the share of distributions of the person.

4. If a member or transferee becomes entitled to receive a distribution, then the member

or transferee has the status of, and is entitled to all remedies available to, a creditor of

the limited liability company with respect to the distribution.

5. Notwithstanding subsection 1, subject to paragraphs 1 through 4 of subdivision c of

subsection 4 of section 10-32.1-05 and unless otherwise provided in the articles of

organization or in an operating agreement, for a limited liability company created after

July 31, 2017, any distributions among members and dissociated members made by a

limited liability company before its dissolution and winding up must be in proportion to

the value of the contributions of the members, except to the extent necessary to

comply with any transfer effective under section 10-32.1-44 and any charging order in

effect under section 10-32.1-45.
N.D. Cent. Code § 10-15-47 — ND Code / Title 10 / Chapter 10-15 / Section 10-15-47
10-15-47. Liquidation under court supervision
Status: in_force

10-15-47. Liquidation under court supervision

1. The district court of the county where the principal office or registered agent of the

cooperative is located may liquidate the assets and business of such cooperative

when an action for that purpose is filed by or on behalf of:

a. A majority of the designated committee or directors when a resolution is adopted

pursuant to section 10-15-45.

b. The attorney general when a decree of dissolution has been obtained pursuant to

section 10-15-46.

c. A judgment creditor whose execution is returned unsatisfied when it is

established that the cooperative is unable to pay its debts as they become due in

the usual course of its business.

d. Any creditor when it is established that the cooperative is dissolving pursuant to

section 10-15-45 without making adequate provision for payment of all creditors.

2. Upon filing of any such action, the court acquires exclusive jurisdiction of all matter

pertaining to the liquidation of such cooperative and the distribution of its assets to

persons entitled thereto and may determine and order paid the expense of such

liquidation proceeding. The court has power to issue injunctions, appoint receivers with

such duties and powers as the court may direct, and take any other action necessary

to the cooperative's liquidation. A receiver appointed in such proceeding has authority

to sue and be sued as receiver for the cooperative.

3. The court shall fix the time within which creditors may file claims and shall prescribe

the notice to be given to interested persons. Creditors who do not file their claims

within the time limit may not participate in any distribution thereafter made, unless the

court upon good cause shown extends their time for filing.

4. When the court approves the final distribution of a cooperative's assets, it shall enter a

decree in the nature of articles of dissolution which shall be filed in the secretary of

state's office.

5. The filing of an action under this section operates as a stay of all other proceedings

against the cooperative until such time as the court issues its final judgment or directs

otherwise.

6. The court upon proper cause shown may at any time order the proceedings dismissed

upon such terms and conditions as the court may impose.
N.D. Cent. Code § 10-32.1-61 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-61
10-32.1-61. Conversion
Status: in_force

10-32.1-61. Conversion

1. An organization other than a limited liability company may convert to a limited liability

company, and a limited liability company may convert to another organization other

than a general partnership as provided in this section, sections 10-32.1-62 through

10-32.1-66, and 10-32.1-71 and a plan of conversion, if:

a. The governing statute of the other organization authorizes the conversion;

b. The conversion is not prohibited by the law of the jurisdiction that enacted the

governing statute; and

c. The other organization complies with its governing statute in effecting the

conversion.

2. For the purposes of sections 10-32.1-61 through 10-32.1-66 and 10-32.1-71, unless

the context otherwise requires:

a. "Act of the board" means action by the board as provided in section 10-32.1-39

whether:

(1) At a meeting of the board; or

(2) By a written action of the board.

b. "Act of the members" means action by the members as provided in section

10-32.1-39 whether:

(1) At a meeting of the members; or

(2) By a written action of the members.

c. "Certificate of creation" means:

(1) A certificate of incorporation, if the converted organization is a corporation

deemed to be incorporated under chapter 10-19.1;

(2) A certificate of organization, if the converted organization is a limited liability

company deemed to be organized under this chapter;

(3) A certificate of limited partnership, if the converted organization is a limited

partnership deemed to be formed under chapter 45-10.2;

(4) The filed registration of a limited liability partnership, if the converted

organization is a limited liability partnership deemed to be established under

chapter 45-22; or

(5) A certificate of limited liability limited partnership, if the converted

organization is a limited liability limited partnership deemed to be formed

under chapter 45-23.

d. "Date of origin" means the date on which:

(1) A corporation which is:

(a) The converting organization was incorporated; or

(b) The converted organization is deemed to be incorporated;

(2) A limited liability company which is:

(a) The converting organization was organized; or

(b) The converted organization is deemed to be organized;

(3) A general partnership that is the converting organization was formed;

(4) A limited partnership which is:

(a) The converting organization was formed; or

(b) The converted organization is deemed to be formed;

(5) A limited liability partnership which is:

(a) The converting organization was formed; or

(b) The converted organization is deemed to be formed; and

(6) A limited liability limited partnership which is:

(a) The converting organization was formed; or

(b) The converted organization is deemed to be formed.

e. "Filed registration" means the registration of a limited liability partnership which

has been filed with the secretary of state.

f. "General partnership" means an organization formed by two or more persons

under chapters 45-13 through 45-21.

g. "Organizational records" means for an organization that is:

(1) A corporation, its articles of incorporation and bylaws;

(2) A limited liability company, its articles of organization, operating agreement

or bylaws, and any member-control agreement;

(3) A limited partnership, its partnership agreement;

(4) A limited liability partnership, its partnership agreement; or

(5) A limited liability limited partnership, its partnership agreement.

h. "Originating records" has the meaning provided in subsection 39 of section

10-32.1-02.
N.D. Cent. Code § 10-19.1-144 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-144
10-19.1-144. Foreign corporation - Action by attorney general
Status: in_force

10-19.1-144. Foreign corporation - Action by attorney general

The attorney general may bring an action to restrain a foreign corporation from transacting

business in this state in violation of this chapter.
N.D. Cent. Code § 10-01.1-07 — ND Code / Title 10 / Chapter 10-01.1 / Section 10-01.1-07
10-01.1-07. Termination of listing of commercial registered agent
Status: in_force

10-01.1-07. Termination of listing of commercial registered agent

1. A commercial registered agent may terminate its listing as a commercial registered

agent by filing with the secretary of state a commercial registered agent termination

statement signed by or on behalf of the agent which states:

a. The name of the agent as currently listed under section 10-01.1-06; and

b. That the agent is no longer in the business of serving as a commercial registered

agent in this state.

2. A commercial registered agent termination statement takes effect on the thirty-first day

after the day on which it is filed.

3. The commercial registered agent shall promptly furnish each entity represented by it

with notice in a record of the filing of the commercial registered agent termination

statement.

4. When a commercial registered agent termination statement takes effect, the registered

agent ceases to be an agent for service of process on each entity formerly

represented by it.

a. Until an entity formerly represented by a terminated commercial registered agent

appoints a new registered agent, service of process may be made on the entity

as provided in section 10-01.1-13.

b. Termination of the listing of a commercial registered agent under this section

does not affect any contractual rights a represented entity may have against the

agent or that the agent may have against the entity.
N.D. Cent. Code § 10-31-10 — ND Code / Title 10 / Chapter 10-31 / Section 10-31-10
10-31-10. Legal disqualification
Status: in_force

10-31-10. Legal disqualification

If any executive or owner of a professional organization becomes legally disqualified to

render a professional service within this state or accepts employment or is elected to a public

office that, pursuant to existing law, is a restriction or limitation upon rendering of professional

service, that individual shall sever all employment with or financial interest in the professional

organization. A professional organization's failure to comply or require compliance with this

section is a ground for the forfeiture of its right to render professional service as a professional

organization pursuant to this chapter.
N.D. Cent. Code § 10-33-100 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-100
10-33-100. Procedure in dissolution
Status: in_force

10-33-100. 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 to collect or make provision for the collection of debts owing to the

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

liabilities of the corporation according to their priorities.

2. Notwithstanding section 10-33-94, 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 members, subject to sections 10-33-95 and 10-33-122.

3. Property must be distributed under section 10-33-105.
N.D. Cent. Code § 10-35-14 — ND Code / Title 10 / Chapter 10-35 / Section 10-35-14
10-35-14. Shareholder proposals of business at a regular meeting
Status: in_force

10-35-14. Shareholder proposals of business at a regular meeting

1. A publicly traded corporation may not require a shareholder or beneficial owner to

provide notice of an intention to propose a matter for consideration or a vote at a

regular meeting of shareholders except as provided in a provision of the article or

bylaws that satisfies the requirements of this section.

2. A provision of the articles or bylaws requiring a shareholder or beneficial owner to

provide notice of an intention to propose a matter for consideration or a vote by the

shareholders may not require the notice to include more than:

a. The name of the shareholder or beneficial owner;

b. A statement that the shareholder or beneficial owner is the beneficial owner of

one or more shares in the corporation and reasonable evidence of that

ownership; and

c. The general nature of the business to be proposed.

3. Any deadline fixed by the articles or bylaws for submission by a shareholder or

beneficial owner of a notice of intention to propose a matter for consideration or a vote

by the shareholders may not be earlier than:

a. In the case of a meeting held within five business days before or after the

anniversary of the previous year's regular meeting, ninety days before the

anniversary date of the prior regular meeting; or

b. In the case of a meeting not held within five business days before or after the

anniversary of the previous year's regular meeting, ninety days before the date of

the meeting.

4. A provision of the articles or bylaws requiring a shareholder or beneficial owner to

provide notice of an intention to propose a matter for consideration or a vote by the

shareholders must provide a period of at least twenty days during which the

shareholder or beneficial owner may submit the notice to the publicly traded

corporation.

5. The adoption or amendment of a bylaw requiring advance notice of business to be

proposed by a shareholder or beneficial owner may not take effect in the one hundred

twenty-day period before the next regular meeting of shareholders, unless the

adoption or amendment of the bylaw has been approved by the shareholders.

6. This section does not apply to the proposal by a shareholder or beneficial owner of an

amendment of the articles of a publicly traded corporation.
N.D. Cent. Code § 10-32.1-96 — ND Code / Title 10 / Chapter 10-32.1 / Section 10-32.1-96
10-32.1-96. Secretary of state - Forms
Status: in_force

10-32.1-96. 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 such forms, unless otherwise specifically required by law, is not

mandatory.
N.D. Cent. Code § 10-19.1-72 — ND Code / Title 10 / Chapter 10-19.1 / Section 10-19.1-72
10-19.1-72. Special meetings of shareholders
Status: in_force

10-19.1-72. Special meetings of shareholders

1. Special meetings of the shareholders may be called for any purpose or purposes at

any time, by:

a. The president;

b. Two or more directors;

c. A person authorized in the articles or bylaws to call special meetings; or

d. A shareholder or shareholders holding ten percent or more of the voting power of

all shares entitled to vote, except that a special meeting for the purpose of

considering any action to directly or indirectly facilitate or effect a business

combination, including any action to change or otherwise affect the composition

of the board of directors for that purpose, must be called by twenty-five percent or

more of the voting power of all shares entitled to vote.

2. A shareholder or shareholders holding the voting power specified in subdivision d of

subsection 1 may demand a special meeting of shareholders by written notice of

demand given to the president or secretary of the corporation and containing the

purposes of the meeting.

a. Within thirty days after receipt by one of those officers of the demand, the board

shall cause a special meeting of shareholders to be called and held on notice no

later than ninety days after receipt of the demand.

b. If the board fails to cause a special meeting to be called as required by this

subsection, the shareholder or shareholders making the demand may call the

special meeting by giving notice as required by section 10-19.1-73.

c. All necessary expenses of the notice and the meeting shall be paid by the

corporation.

3. Special meetings must be held on the date and at the time and place fixed by the

president, the board, or a person authorized by the articles or bylaws to call a meeting,

except that a special meeting called by or at the demand of a shareholder or

shareholders pursuant to subsection 2 must be held in the county where the principal

executive office is located. To the extent authorized by the articles or bylaws, the board

may determine that a special meeting of the shareholders shall be held solely by

means of remote communication in accordance with subsection 3 of section

10-19.1-75.2.

4. The business transacted at a special meeting is limited to the purposes stated in the

notice of the meeting. Any business transacted at a special meeting that is not

included in those stated purposes is voidable by or on behalf of the corporation, unless

all of the shareholders have waived notice of the meeting in accordance with

subsection 4 of section 10-19.1-73.
N.D. Cent. Code § 10-33-72.1 — ND Code / Title 10 / Chapter 10-33 / Section 10-33-72.1
10-33-72.1. Contractual requirement to submit a matter to the members
Status: in_force

10-33-72.1. Contractual requirement to submit a matter to the members

A corporation may agree to submit a matter to its members whether or not the board

determines, at any time after approving the matter, that the matter is no longer advisable and

recommends that the members reject it.
N.D. Cent. Code § 10-01.1-12 — ND Code / Title 10 / Chapter 10-01.1 / Section 10-01.1-12
10-01.1-12. Appointment of agent by nonfiling or nonqualified foreign entity
Status: in_force

10-01.1-12. Appointment of agent by nonfiling or nonqualified foreign entity

1. A domestic entity that is not a filing entity or a nonqualified foreign entity may file with

the secretary of state a statement appointing an agent for service of process signed on

behalf of the entity which states:

a. The name, type, and jurisdiction of organization of the entity; and

b. The information required by subsection 1 of section 10-01.1-05.

2. A statement appointing an agent for service of process takes effect on filing.

3. The appointment of a registered agent under this section does not qualify a

nonqualified foreign entity to do business in this state and is not sufficient alone to

create personal jurisdiction over the nonqualified foreign entity in this state.

4. A statement appointing an agent for service of process may not be rejected for filing

because the name of the entity filing the statement is not distinguishable on the

records of the secretary of state from the name of another entity appearing in those

records. The filing of a statement appointing an agent for service of process does not

make the name of the entity filing the statement unavailable for use by another entity.

5. An entity that has filed a statement appointing an agent for service of process may

cancel the statement by filing a statement of cancellation, which shall take effect upon

filing, and must state the name of the entity and that the entity is canceling its

appointment of an agent for service of process in this state. A statement appointing an

agent for service of process, which has not been canceled earlier, is effective for a

period of five years after the date of filing. The secretary of state may destroy a

statement provided for in this section after the statement has been on file for six years.

6. A statement appointing an agent for service of process for a nonqualified foreign entity

terminates automatically on the date the entity becomes a qualified foreign entity.
N.D. Cent. Code § 10-30.6-01 — ND Code / Title 10 / Chapter 10-30.6 / Section 10-30.6-01
10-30.6-01. Organization
Status: in_force

10-30.6-01. Organization

1. To the extent permitted by federal law, any one or more banks may form a community

development corporation by complying with the conditions prescribed in this chapter

and subscribing and acknowledging a certificate specifying:

a. The name, the general nature of its business, and the principal place of

transacting its business. The name must distinguish the corporation from all other

corporations authorized to do business in the state and must contain the words

"community development corporation".

b. The period of its duration, which is perpetual.

c. The name and principal business address of each incorporator.

d. The names and addresses of those composing its board until the first election.

e. The highest amount of indebtedness or liability to which the corporation may be

subject.

2. The certificate may contain any other lawful provision defining the powers and

business of the corporation, its officers, directors, members, and stockholders.