Chapter

Nonprofit Corporations

N.D. Cent. Code § 10-33-01— Definitions
N.D. Cent. Code § 10-33-01.1— Legal recognition of electronic records and electronic signatures
N.D. Cent. Code § 10-33-01.2— Knowledge and notice
N.D. Cent. Code § 10-33-01.3— Reservation of legislative right
N.D. Cent. Code § 10-33-02— Application and election
N.D. Cent. Code § 10-33-03— Transition
N.D. Cent. Code § 10-33-04— Purposes
N.D. Cent. Code § 10-33-05— Incorporators
N.D. Cent. Code § 10-33-06— Articles
N.D. Cent. Code § 10-33-07— Private foundations - Provisions considered contained in articles
N.D. Cent. Code § 10-33-08— Filing of articles of incorporation
N.D. Cent. Code § 10-33-09— Effective date of incorporation
N.D. Cent. Code § 10-33-10— Corporate name
N.D. Cent. Code § 10-33-11— Reserved name
N.D. Cent. Code § 10-33-12— Registered office - Registered agent
N.D. Cent. Code § 10-33-13— Change of registered office - Appointment or change of registered agent - Change of name of registered agent
N.D. Cent. Code § 10-33-14— Amendment of articles
N.D. Cent. Code § 10-33-15— Procedure for amendment of articles
N.D. Cent. Code § 10-33-16— Articles of amendment
N.D. Cent. Code § 10-33-17— Effect of amendment
N.D. Cent. Code § 10-33-18— Filing articles of amendment
N.D. Cent. Code § 10-33-19— Effective date of articles of amendment
N.D. Cent. Code § 10-33-20— Amendment of articles in court-supervised reorganization
N.D. Cent. Code § 10-33-21— General powers
N.D. Cent. Code § 10-33-22— Corporate seal
N.D. Cent. Code § 10-33-23— Defense of ultra vires
N.D. Cent. Code § 10-33-24— Unauthorized assumption of corporate powers - Liability
N.D. Cent. Code § 10-33-25— Organization
N.D. Cent. Code § 10-33-26— Bylaws
N.D. Cent. Code § 10-33-27— Board
N.D. Cent. Code § 10-33-28— Number of directors
N.D. Cent. Code § 10-33-29— Qualifications and election of directors
N.D. Cent. Code § 10-33-30— Terms of directors
N.D. Cent. Code § 10-33-31— Acts not void or voidable
N.D. Cent. Code § 10-33-32— Compensation of directors
N.D. Cent. Code § 10-33-33— Classification of directors
N.D. Cent. Code § 10-33-34— Cumulative voting for directors
N.D. Cent. Code § 10-33-35— Resignation of directors
N.D. Cent. Code § 10-33-36— Nonjudicial removal of directors
N.D. Cent. Code § 10-33-37— Removal of directors by judicial proceeding
N.D. Cent. Code § 10-33-38— Board vacancies
N.D. Cent. Code § 10-33-39— Board meetings
N.D. Cent. Code § 10-33-40— Absent directors
N.D. Cent. Code § 10-33-41— Quorum of directors
N.D. Cent. Code § 10-33-42— Act of the board
N.D. Cent. Code § 10-33-43— Action without meeting by directors
N.D. Cent. Code § 10-33-44— Board committees
N.D. Cent. Code § 10-33-45— Standard of conduct for directors
N.D. Cent. Code § 10-33-46— Director conflicts of interest
N.D. Cent. Code § 10-33-47— Immunity of officers, directors, and trustees
N.D. Cent. Code § 10-33-48— Immunity of volunteers
N.D. Cent. Code § 10-33-49— Officers
N.D. Cent. Code § 10-33-50— Duties of officers and agents
N.D. Cent. Code § 10-33-51— Multiple offices
N.D. Cent. Code § 10-33-52— Officers deemed elected
N.D. Cent. Code § 10-33-53— Contract rights
N.D. Cent. Code § 10-33-54— Resignation, removal, and vacancies for officers
N.D. Cent. Code § 10-33-55— Delegation by officers
N.D. Cent. Code § 10-33-56— Standard of conduct for officers
N.D. Cent. Code § 10-33-57— Members
N.D. Cent. Code § 10-33-58— Membership certificates
N.D. Cent. Code § 10-33-59— Transfer of membership
N.D. Cent. Code § 10-33-60— Liability of members - Third parties - Dues, assessments, or fees
N.D. Cent. Code § 10-33-61— Resignation by members
N.D. Cent. Code § 10-33-62— Termination of membership
N.D. Cent. Code § 10-33-63— Purchase of memberships
N.D. Cent. Code § 10-33-64— Delegates
N.D. Cent. Code § 10-33-65— Annual meetings of voting members
N.D. Cent. Code § 10-33-66— Special meetings of voting members
N.D. Cent. Code § 10-33-67— Court-ordered meeting of voting members
N.D. Cent. Code § 10-33-68— Notice of member meetings
N.D. Cent. Code § 10-33-69— Record date - Determining members entitled to notice and vote
N.D. Cent. Code § 10-33-70— Members' list for meeting
N.D. Cent. Code § 10-33-71— Right to vote
N.D. Cent. Code § 10-33-72— Act of the members
N.D. Cent. Code § 10-33-72.1— Contractual requirement to submit a matter to the members
N.D. Cent. Code § 10-33-73— Member action without a meeting
N.D. Cent. Code § 10-33-74— Member action by ballot
N.D. Cent. Code § 10-33-75— Remote communications for member meetings
N.D. Cent. Code § 10-33-76— Quorum of members
N.D. Cent. Code § 10-33-77— Proxies
N.D. Cent. Code § 10-33-78— Acceptance of member act by the corporation
N.D. Cent. Code § 10-33-79— Voting agreements
N.D. Cent. Code § 10-33-80— Books and records - Financial statement
N.D. Cent. Code § 10-33-81— Equitable remedies for members
N.D. Cent. Code § 10-33-82— Loans - Guarantees - Suretyship
N.D. Cent. Code § 10-33-83— Advances
N.D. Cent. Code § 10-33-84— Indemnification
N.D. Cent. Code § 10-33-85— Merger, consolidation, or transfer
N.D. Cent. Code § 10-33-86— Plan of merger or consolidation
N.D. Cent. Code § 10-33-87— Plan approval
N.D. Cent. Code § 10-33-88— Articles of merger or consolidation - Certificate
N.D. Cent. Code § 10-33-89— Abandonment
N.D. Cent. Code § 10-33-90— Effective date of merger or consolidation - Effect
N.D. Cent. Code § 10-33-91— Continuance of corporate authority
N.D. Cent. Code § 10-33-92— Merger or consolidation with foreign corporation
N.D. Cent. Code § 10-33-93— Merger of corporation conducting activities as a hospital with a corporation organized for profit - Retention of property tax status
N.D. Cent. Code § 10-33-94— Transfer of assets - When permitted
N.D. Cent. Code § 10-33-95— Certain assets not to be diverted
N.D. Cent. Code § 10-33-96— Methods of dissolution
N.D. Cent. Code § 10-33-97— Voluntary dissolution by incorporators
N.D. Cent. Code § 10-33-98— Voluntary dissolution by board and members with voting rights
N.D. Cent. Code § 10-33-99— Filing notice of intent to dissolve - Effect
N.D. Cent. Code § 10-33-100— Procedure in dissolution
N.D. Cent. Code § 10-33-101— Dissolution procedure for corporations that give notice to creditors and claimants
N.D. Cent. Code § 10-33-102— Dissolution procedure for corporations that do not give notice to creditors and claimants
N.D. Cent. Code § 10-33-103— Filing of articles of dissolution - Effective date of dissolution - Certificate of dissolution
N.D. Cent. Code § 10-33-104— Revocation of dissolution proceedings
N.D. Cent. Code § 10-33-105— Distribution of assets
N.D. Cent. Code § 10-33-106— Supervised voluntary dissolution
N.D. Cent. Code § 10-33-107— Involuntary dissolution
N.D. Cent. Code § 10-33-108— Procedure in involuntary or supervised voluntary dissolution
N.D. Cent. Code § 10-33-109— Qualifications of receivers - Powers
N.D. Cent. Code § 10-33-110— Filing claims in proceedings to dissolve
N.D. Cent. Code § 10-33-111— Discontinuance of dissolution proceedings
N.D. Cent. Code § 10-33-112— Decree of dissolution
N.D. Cent. Code § 10-33-113— Filing decree
N.D. Cent. Code § 10-33-114— Deposit with administrator of abandoned property of amount due certain persons - Appropriation
N.D. Cent. Code § 10-33-115— Claims barred - Exceptions
N.D. Cent. Code § 10-33-116— Right to sue or defend after dissolution
N.D. Cent. Code § 10-33-117— Omitted assets
N.D. Cent. Code § 10-33-118— Extension after duration expired
N.D. Cent. Code § 10-33-119— Effect of extension
N.D. Cent. Code § 10-33-120— Service of process on corporation, foreign corporation, and nonresident directors
N.D. Cent. Code § 10-33-121— State interested - Proceedings
N.D. Cent. Code § 10-33-122— Attorney general - Notice to - Waiting period
N.D. Cent. Code § 10-33-123— Powers of attorney general
N.D. Cent. Code § 10-33-124— Certified nonprofit development corporation - Application
N.D. Cent. Code § 10-33-125— Foreign corporation - Governing law
N.D. Cent. Code § 10-33-126— Foreign corporation - Name
N.D. Cent. Code § 10-33-127— Foreign corporation - Admission of foreign corporation conducting activities - Obtaining licenses and permits
N.D. Cent. Code § 10-33-128— Foreign corporation application for certificate of authority
N.D. Cent. Code § 10-33-129— Foreign corporation - Issuance of certificate of authority
N.D. Cent. Code § 10-33-130— Foreign corporation - Amendments to the certificate of authority
N.D. Cent. Code § 10-33-131— Foreign corporation - Registered agent - Registered office
N.D. Cent. Code § 10-33-132— Foreign corporation - Merger of foreign corporation authorized to conduct activities in this state
N.D. Cent. Code § 10-33-133— Foreign corporation - Certificate of withdrawal
N.D. Cent. Code § 10-33-134— Foreign corporation - Revocation of certificate of authority
N.D. Cent. Code § 10-33-135— Foreign corporation - Conduct of activity without certificate of authority - Civil penalty
N.D. Cent. Code § 10-33-136— Foreign corporation - Conduct not constituting conducting activities
N.D. Cent. Code § 10-33-137— Foreign corporation - Action by attorney general
N.D. Cent. Code § 10-33-138— Foreign corporation - Service of process
N.D. Cent. Code § 10-33-139— Secretary of state - Annual report of corporations and foreign corporations
N.D. Cent. Code § 10-33-140— Secretary of state - Fees and charges
N.D. Cent. Code § 10-33-141— Secretary of state - Enforcement - Penalty - Appeal
N.D. Cent. Code § 10-33-141.1— Delivery to and filing of records by secretary of state and effective date
N.D. Cent. Code § 10-33-141.2— Correcting a filed record
N.D. Cent. Code § 10-33-141.3— Secretary of state - Involuntary dissolution - Revocation of certificate of authority
N.D. Cent. Code § 10-33-142— Secretary of state - Evidence
N.D. Cent. Code § 10-33-142.1— Secretary of state - Confidential records
N.D. Cent. Code § 10-33-143— Secretary of state - Forms
N.D. Cent. Code § 10-33-144— Transaction by a nonprofit corporation operating or controlling a hospital or nursing home - Notice to attorney general - Waiting period
N.D. Cent. Code § 10-33-145— Transaction by a nonprofit corporation or entity operating or controlling a hospital or nursing home - Attorney general's powers and duties - Experts - Continuing appropriation
N.D. Cent. Code § 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
N.D. Cent. Code § 10-33-147— Transaction by a nonprofit corporation or entity operating or controlling a hospital or nursing home - Attorney general decision
N.D. Cent. Code § 10-33-148— Investigation - Subpoena - Hearing - Powers of the attorney general
N.D. Cent. Code § 10-33-149— Authority of the attorney general or a court is not impaired