Title 10, Corporations

1. The provisions of this section apply unless modified by the articles, the bylaws, or an agreement described in section 10-19.1-83. 2. A director may be removed at any time, with or without cause, if: a. The director was named by the board to fill a vacancy; b. The shareholders…

1. The district court of the county where the principal executive office of a corporation is located may remove any director of the corporation from office in a proceeding commenced either by the corporation or its shareholders holding at least ten percent of the voting power of …

1. Unless different rules for filling vacancies are provided for in the articles or bylaws: a. Vacancies on the board resulting from the death, resignation, removal, or disqualification of a director may be filled by the affirmative vote of a majority of the remaining directors, …

1. Meetings of the board may be held from time to time as provided in the articles or bylaws at any place within or without the state that the board may select or by any means described in subsection 2. a. If the articles, bylaws, or board fail to select a place for a meeting, th…

If the articles or bylaws so provide, a director may give advance written consent or opposition to a proposal to be acted on at a board meeting. If the director is not present at the meeting, consent or opposition to a proposal does not constitute presence for purposes of determi…

A majority, or a larger or smaller proportion or number provided in the articles or bylaws, of the directors currently holding office is a quorum for the transaction of business. In the absence of a quorum, a majority of the directors present may adjourn a meeting from time to ti…

1. The board shall take action by the affirmative vote of the greater of a majority of the directors present at a duly held meeting at the time the action is taken, or a majority of the minimum proportion or number of directors that would constitute a quorum for the transaction o…

1. An action required or permitted to be taken at a board meeting may be taken by written action signed by all of the directors. If the articles so provide, any action, other than an action requiring shareholder approval, may be taken by written action signed, or consented to by …

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 i…

1. A director shall discharge the duties of the position of director in good faith, in a manner the director 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 circumst…

1. A contract or other transaction between a corporation and: a. One or more of its directors or a member of the family of a director; b. A director or governor of a related organization, or a member of the family of a director or governor of a related organization; or c. An orga…

1. The officers of a corporation must be individuals who are eighteen years of age or more, exercising the functions of the offices and: a. Must consist of a president, a secretary, and a treasurer, however designated; and b. May also include one or more vice presidents and any o…

Unless the articles, bylaws, or a resolution adopted by the board and not inconsistent with the articles or bylaws, provides otherwise, the officers shall have the following duties: 1. The president shall: a. Have general active management for the business of the corporation; b. …

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 …

In the absence of an election or appointment of officers by the board, the individual or individuals exercising the functions of the principal officers of the corporation are deemed to have been elected to those offices.

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 ri…

1. An officer may resign at any time by giving written notice to the corporation. The resignation is effective without acceptance when the notice is given to the corporation, unless a later effective date is specified in the notice. 2. With respect to removal: a. Except as otherw…

Unless prohibited by the articles or bylaws or by a resolution adopted by the board, an officer elected or appointed by the board may, without the approval of the board, delegate some or all of the duties and powers of an office to other individuals. An officer who delegates the …

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 individua…

1. Subject to any restrictions in the articles, a corporation may issue securities and rights to purchase securities only when authorized by the board. 2. All shares of a corporation: a. Must be of one class and one series, unless the articles establish or authorize the board to …

1. A corporation may effect a share dividend or a division or combination of its shares as provided in this section. 2. Articles of amendment must be adopted by the board and the shareholders under section 10-19.1-19 and, if required, section 10-19.1-20 to effect a division or co…

1. A subscription for shares, whether made before or after the incorporation of a corporation, is not enforceable against the subscriber unless it is in writing and signed by the subscriber. 2. Unless otherwise provided in the subscription agreement, or unless all of the subscrib…

1. Consideration for the issuance of shares may be paid, in whole or in part, in money; in other property, tangible or intangible; or in labor or services actually performed for the corporation. When payment of the consideration for which shares are to be issued is received by th…

1. "Right to purchase" means the right, however designated, pursuant to the terms of a security or agreement, entitling a person to subscribe to, purchase, or acquire securities of a corporation, whether by the exchange or conversion of other securities, or by the exercise of opt…

1. Unless denied or limited in the articles or by the board pursuant to subdivision b of subsection 2 of section 10-19.1-61, a shareholder of a corporation has the pre-emptive rights provided in this section. 2. A pre-emptive right is the right of a shareholder to acquire a certa…

1. The shares of a corporation must be certificated shares or uncertificated shares. Each holder of certificated shares issued in compliance with section 10-19.1-63 is entitled to a certificate of shares. 2. The shares of a corporation must be represented by certificates signed b…

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.

1. A corporation may issue fractions of a share originally or upon transfer. If it does not issue fractions of a share, then it shall in connection with an original issuance of shares: a. Arrange for the disposition of fractional interests by those entitled to them; b. Pay in mon…

1. A holder of or subscriber for shares of a corporation is under no obligation to the corporation or its creditors with respect to such shares other than the obligation to pay to the corporation the full consideration of which such shares were issued or to be issued. As such, a …

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…

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 t…

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 mor…

1. The district court of the county where the principal executive office of a corporation is located may order a meeting to be held: a. On application of a shareholder or shareholders holding five percent or more of the voting power of all shares entitled to vote, if a meeting wa…

1. Except as otherwise provided in this chapter, notice of all meetings of shareholders must be given to every holder of shares entitled to vote unless: a. The meeting is an adjourned meeting to be held not more than one hundred twenty days after the date fixed for the original m…

1. The board may fix or authorize an officer to fix a date not more than fifty days, or a shorter time period provided in the articles or bylaws, before the date of a meeting of shareholders as the date for the determination of the holders of shares entitled to notice of and enti…

1. After fixing a record date for notice of and voting at a meeting, a corporation shall prepare an alphabetical or numerical list of the identities of all its shareholders entitled to notice and to vote. The list must show: a. The number of shares each shareholder is entitled to…

1. Unless this chapter or the articles require a greater vote or voting by class and except for the election of directors which is governed by section 10-19.1-39, the shareholders shall take action by the affirmative vote of the holders of the greater of: a. A majority of the vot…

A corporation may agree to submit a matter to its shareholders whether or not the board determines, at any time after approving the matter, that the matter is no longer advisable and recommends that the shareholders reject it.

An action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by written action signed, or consented to by authenticated electronic communication, by all of the shareholders entitled to vote on that action. 1. If the articles so provi…

1. Except as provided in subsection 5 and unless prohibited or limited by the articles or bylaws, an action that may be taken at a regular or special meeting of shareholders may be taken without a meeting if the corporation mails or delivers a ballot to every shareholder entitled…

1. This section shall be construed and applied to: a. Facilitate remote communication consistent with other applicable law; and b. Be consistent with reasonable practices concerning remote communication and with the continued expansion of those practices. 2. To the extent authori…

1. The following identified as a shareholder in a corporation's current record of shareholders constitutes one shareholder: a. Three or fewer co-owners; b. A corporation, partnership, trust, estate, or other entity; c. The trustees, guardians, custodians, or other fiduciaries of …

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 busi…

1. Shares of a corporation registered in the name of another domestic or foreign corporation may be voted by the president or other legal representative of the domestic or foreign corporation. 2. Except as provided in subsection 3, shares of a corporation registered in the name o…

1. At or before the meeting for which the appointment is to be effective, a shareholder may cast or authorize the casting of a vote: a. By filing with an officer authorized to tabulate votes a written appointment of a proxy which is signed by the shareholder. b. By remote communi…