Title 10 — Corporations

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…

Repealed by S.L. 1997, ch. 103, § 248.

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…

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 th…

Repealed by S.L. 1997, ch. 103, § 248.

Repealed by S.L. 1997, ch. 103, § 248.

Repealed by S.L. 1997, ch. 103, § 248.

Repealed by S.L. 1997, ch. 103, § 248.

1. Shares in a corporation may be transferred to a trustee pursuant to written agreement, for the purpose of conferring on the trustee the right to vote and otherwise represent the beneficial owner of those shares for a period not exceeding ten years, except that if the agreement…

A written agreement solely among persons who are then shareholders or subscribers for shares to be issued, relating to the voting of their shares, is valid and specifically enforceable by and against the parties to the agreement. The agreement may override the provisions of secti…

1. A written agreement among the shareholders of a corporation and the subscribers for shares to be issued, relating to the control of any phase of the business and affairs of the corporation, its liquidation and dissolution, or the relations among shareholders of or subscribers …

1. A corporation shall keep, at the corporation's principal executive office or at another place or places within the United States determined by the board, a share register not more than one year old, containing the identities of each shareholder, in alphabetical or numerical or…

1. A corporation shall, upon the written request of a shareholder, prepare annual financial statements within one hundred eighty days after the close of the corporation's fiscal year, including at least a balance sheet as of the end of the fiscal year and a statement of income fo…

If a corporation or an officer or director of the corporation violates this chapter, a court in this state, in an action brought by a shareholder of the corporation, may grant equitable relief it considers just and reasonable in the circumstances and award expenses, including att…

No action may be brought in this state by a shareholder in the right of a domestic or foreign corporation unless the plaintiff is a holder of record of shares or voting trust certificates at the time of the transaction of which the plaintiff complains, or the plaintiff's shares o…

1. A shareholder of a corporation may dissent from, and obtain payment for the fair value of the shareholder's shares in the event of, any of the following corporate actions: a. Unless otherwise provided in the articles, an amendment of the articles that materially and adversely …

1. For purposes of this section, the terms defined in this subsection have the meanings given them. a. "Corporation" means the issuer of the shares held by a dissenter before the corporate action referred to in subsection 1 of section 10-19.1-87 or the successor by merger of that…

1. A corporation may lend money to, guarantee or pledge its assets as security for an obligation of, become a surety for, or otherwise financially assist any person, if the transaction, or a class of transactions to which the transaction belongs, is approved by the board and: a. …

A corporation may, without a vote of the directors or its shareholders, advance money to its shareholders who provide services, directors, officers, or employees to cover expenses that can reasonably be anticipated to be incurred by them in the performance of their duties and for…

1. For purposes of this section: a. "Corporation" includes a domestic or foreign corporation that was the predecessor of the corporation referred to in this section in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction. …

1. The board may authorize and cause the corporation to make a distribution only if the board determines, in accordance with subsection 2, that the corporation will be able to pay its debts in the ordinary course of business after making the distribution and the board does not kn…

1. A corporation may acquire its own shares, subject to section 10-19.1-92. a. If a corporation acquires its own shares, then any of the acquired shares that are not pledged by the corporation as security for the future payment of some or all of the purchase price for the shares …

1. A shareholder who knows or should have known that a distribution was made in violation of section 10-19.1-92 is liable to the corporation, its receiver or other person winding up its affairs, or a director under subsection 2 of section 10-19.1-95 but only to the extent that th…

1. In addition to any other liabilities, a director who is present and votes for or fails to vote against, except a director who is prohibited by section 10-19.1-51 from voting on the distribution, or consents in writing to, a distribution made in violation of subsection 1 or 5 o…