Title 10, Corporations

1. The district court of the county in which 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, its members holding at least ten percent of the voting power of any …

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 rema…

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. Unless the articles or bylaws provide otherwise, a meeting of the board mu…

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…

The board shall take action by the affirmative vote of a majority of directors with voting rights present and entitled to vote at a duly held meeting, unless this chapter or the articles or bylaws require the affirmative vote of a larger proportion or number.

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

1. A resolution approved by the affirmative vote of a majority of the directors currently holding office may establish committees having the authority of the board in the management of the activities of the corporation to the extent provided in the resolution. Committees may incl…

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 its director or a member of the family of its director; a director of a related organization, or a member of the family of a director of a related organization; or an organization in or of which the corporation's direct…

Any person that serves as a director, officer, or trustee of a corporation that is, or would qualify as a nonprofit organization that is described in paragraphs 3, 4, 5, 6, 7, 10, and 19 of section 501(c) of the Internal Revenue Code of 1954, as amended [26 U.S.C. 501(c)(3), (4),…

1. Any person who, on a volunteer basis, provides services or performs duties on behalf of a corporation is immune from civil liability for any act or omission resulting in damage or injury if at the time of the act or omission all of the following are met: a. The person who caus…

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 include a president and a secretary, however designated; and b. May also include a treasurer, one or more vice presidents, and any other…

Unless the articles, bylaws, or a resolution adopted by the board, which is not inconsistent with the articles or bylaws, provides otherwise: 1. The president shall: a. Have general active management for the activities of the corporation; b. When present, preside at all meetings …

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 on…

In the absence of an election or appointment of officers by the board or the members with voting rights, 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 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 otherwise provided…

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

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 indivi…

1. A corporation may have one or more classes of members or may have no members. In the absence of a provision in its articles or bylaws providing for members, a corporation has no members. a. If a corporation has no members, an action for which there is no specific provision of …

A corporation may issue certificates showing membership in the corporation. In lieu of a membership certificate, a corporation may issue preferred or common shares. Shares may be issued upon the terms and conditions that the board considers appropriate.

1. Except as provided in the articles or bylaws, a member of a corporation may not transfer a membership or a right arising from it. 2. When transfer rights have been provided, a restriction on them is not binding with respect to a member holding a membership issued before the ad…

1. A member of a corporation is not, as such, personally liable for the acts, debts, liabilities, or obligations of the corporation. 2. When authority to do so is conferred by the articles or bylaws and subject to any limitations, a corporation may levy dues, assessments, or fees…

A member may resign at any time. The resignation of a member does not relieve the member from any obligations the member may have to the corporation for dues, assessments, or fees or charges for goods or services.

1. A member may not be expelled or suspended, and a membership may not be terminated or suspended, except pursuant to a procedure that is fair and reasonable and is carried out in good faith. This section does not apply to the termination of a membership at the end of a fixed ter…

If authorized in its articles or bylaws, a corporation may buy the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditions in the articles or bylaws.

A corporation may provide in its articles or bylaws for delegates having some or all the authority of members. The articles or bylaws may set forth provisions relating to: 1. The characteristics, qualifications, rights, limitations, and obligations of the delegates, including the…

1. Unless the articles or bylaws provide otherwise, a corporation with voting members shall hold at least an annual meeting of voting members. 2. If an annual meeting of voting members has not been held during the preceding fifteen months, at least fifty members with voting right…

1. A corporation with voting members shall hold a special meeting of members: a. On call of its board or persons authorized to do so by the articles or bylaws; or b. If at least fifty members with voting rights or ten percent of the members with voting rights, whichever is less, …

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. If a meeting was not held within the earlier of six months after the fiscal yearend of the corporation or fifteen months after its last meeting:…

1. Except as otherwise provided in this chapter, notice of meetings of members must be given to every voting member as of the record date determined under section 10-33-69 unless: a. The meeting is an adjourned meeting and the date, time, and place of the meeting were announced a…

1. The board may 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 members as the date for the determination of the members entitled to notice of and entitled to vote at the meeting. When a date is fi…

1. After fixing a record date for notice of and voting at a meeting, a corporation shall prepare an alphabetical list of the names of its members who are entitled to notice and to vote. The list must show the address and number of votes each member is entitled to vote at the meet…

Unless the articles or bylaws provide otherwise, each member with voting rights is entitled to one vote on each matter voted on by the members. If a membership stands of record in the names of two or more persons, their acts with respect to voting have the following effect: 1. If…

1. Unless this chapter or the articles or bylaws require a greater vote or voting by class and except for the election of directors which is governed by section 10-32.1-45, the members shall take action by the affirmative vote of the greater of: a. A majority of the members with …

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.

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

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 members may be taken without a meeting if the corporation mails or delivers a ballot to every member entitled to vote o…

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 b…

1. Unless otherwise provided by the articles or bylaws, a quorum for a meeting of members is ten percent of the members 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 members. a. If a …

1. If the articles or bylaws permit proxy voting, a member may cast or authorize the casting of a vote by: a. Filing a nonelectronic written appointment of a proxy signed by the member, with an officer of a corporation at or before the meeting at which the appointment is to be ef…

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 article…

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 purpo…

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 director…

If a corporation or an officer or director of the corporation violates this chapter, a court in this state, in an action brought by at least fifty members with voting rights or ten percent of the members with voting rights, whichever is less, or by the attorney general, may grant…