Title 4, Economic Resources

Sale of Seized Property. (a) Notice of Seizure. As soon as practicable after seizure of property, notice in writing shall be given by the Secretary to the owner of the property (or, in the case of personal property, the possessor), or shall be left at the owner/taxpayer’s usual p…

Redemption of Property. (a) Before Sale. Before the sale of seized property, any person whose property has been levied upon shall have the right to pay the amount due, together with the expenses of the proceeding, if any, to the Secretary at any time prior to the sale thereof, an…

Certificate of Sale; Deed of Real Property. (a) Certificate of Sale. In the case of property sold as provided in section 1875 of this Division, the Secretary shall give to the purchaser a certificate of sale upon payment in full of the purchase price. In the case of real property…

Legal Effect of Certificate of Sale of Personal Property and Deed of Real Property. (a) Certificate of Sale of Property Other than Real Property. In all cases of sale pursuant to section 1875 of this Division of property (other than real property), the certificate of such sale: (…

Records of Sale. (a) Requirement. The Secretary shall keep a record of all sales of real property under section 1875 of this Division and of redemptions of such property. The record shall set forth the tax for which any such sale was made, the dates of seizure and sale, the name …

Expense of Levy and Sale. The Secretary shall determine the expenses to be allowed in all cases of levy and sale. Source: PL 14-35, § 4 (1879).

Application of Proceeds of Levy. (a) Collection of Liability. Any money realized by proceedings under this chapter (whether by seizure, by surrender under section 1873 of this Division, or by sale of seized property) or by sale of property redeemed by the Commonwealth (if the int…

Authority to Release Levy and Return Property. (a) Release of Levy and Notice of Release. (1) In General. Under regulations prescribed by the Secretary, the Secretary shall release the levy upon all, or part of, the property or rights to property levied upon and shall promptly no…

Canvass of CNMI for Taxable Persons and Objects. (a) General Rule. The Secretary shall, to the extent he deems it practicable, cause officers or employees of the Department of Finance to proceed, from time to time, through the Commonwealth and inquire after and concerning all per…

Examination of Books and Witnesses. (a) Authority to Summon. For the purpose of ascertaining the correctness of any return, making a return where none has been made, determining the liability of any person for any Commonwealth tax or the liability at law or in equity of any trans…

Service of Summons. (a) In General. A summons shall be served by the Secretary by an attested copy delivered in hand to the person to whom it is directed or left at his last and usual place of abode; and the certificate of service signed by the person serving the summons shall be…

Enforcement of Summons. (a) Jurisdiction of Commonwealth Superior Court. If any person is summoned under the tax laws of the Commonwealth to appear, to testify, or to produce books, papers, records or other data, the Commonwealth Superior Court shall have jurisdiction by appropri…

Time and Place of Examination. (a) Time and Place. The time and place of examination of summoned books, papers, records, or other data shall be such time and place as may be fixed by the Secretary and as are reasonable under the circumstances. In the case of a summons under autho…

Entry of Premises for Examination of Taxable Objects. (a) Entry During Day. The Secretary may enter, in the daytime, any building or place where any articles or objects subject to tax are made, produced, or kept, so far as it may be necessary for the purpose of examining said art…

Special Procedures for Third Party Summons. (a) Notice. (1) In General. If any summons to which this section applies requires the giving of testimony on or relating to, the production of any portion of records made or kept on or relating to, or the production of any computer soft…

Fees and Costs for Witnesses. (a) In General. The Secretary may by regulation establish the rates and conditions under which payment may be made of: (1) Fees and mileage to persons who are summoned to appear before the Secretary, and (2) Reimbursement for such costs that are reas…

Requirement for and Duties of Board of Directors. (a) Except as provided in subsection (c) of this section, each corporation must have a board of directors. (b) All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation m…

Qualifications of Directors. The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of the Commonwealth or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe. Source: PL 10-7,…

Number and Election of Directors. (a) If a board of directors has power to fix or change the number of directors, the board may increase or decrease by 30 percent or less the number of directors last approved by the shareholders, but only the shareholders may increase or decrease…

Election of Directors by Certain Classes of Shareholders. If the articles of incorporation authorize dividing the shares into classes, the articles may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes of shares…

Terms of Directors Generally. (a) The terms of the initial directors of a corporation expire at the first shareholders’ meeting at which directors are elected. (b) The terms of all other directors expire at the next annual shareholders’ meeting following their election unless the…

Staggered Terms for Directors. If there are nine or more directors, the articles of incorporation may provide for staggering their terms by dividing the total number of directors into two or three groups, with each group containing one-half or one-third of the total, as near as m…

Resignation of Directors. (a) A director may resign at any time by delivering written notice to the board of directors, its chairman, or to the corporation. (b) A resignation is effective when the notice is delivered unless the notice specifies a later effective date. Source: PL …

Removal of Directors by Shareholders. (a) The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause. (b) If a director is elected by a voting group of shareholders, only the sh…

Removal of Directors by Judicial Proceeding. (a) The Commonwealth Superior Court may remove a director of the corporation from office in a proceeding commenced either by the corporation or by its shareholders holding at least 10 percent of the outstanding shares of any class if t…

Vacancy on Board. (a) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors: (1) The shareholders may fill the vacancy; (2) The board of directors may fill the…

Compensation of Directors. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors. Source: PL 10-7, § 1 (Bus. Corp. Reg. § 8.11).

Meetings. (a) The board of directors may hold regular or special meetings in or out of the Commonwealth. (b) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by,…

Action Without Meeting. (a) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this part to be taken at a board of director’s meeting may be taken without a meeting if the action is taken by all members of the board. The action must …

Notice of Meeting. (a) Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting. (b) Unless the articles of incorporation or bylaws provide for a lon…

Waiver of Notice. (a) A director may waive any notice required by this part, the articles of incorporation, or bylaws before or after the date and time stated in the notice. Except as provided by subsection (b) of this section, the waiver must be in writing, signed by the directo…

Quorum and Voting. (a) Unless the articles of incorporation or bylaws require a greater number, a quorum of a board of directors consists of: (1) A majority of the fixed number of directors if the corporation has a fixed board size; or (2) A majority of the number of directors pr…

Committees. (a) Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees and appoint members of the board of directors to serve on them. Each committee may have two or more members, who serve at the pleasure of the b…

General Standards for Directors. (a) A director shall discharge his duties as a director, including his duties as a member of a committee: (1) In good faith; (2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (3) In a…

Director Conflict of Interest. (a) A conflict of interest transaction is a transaction with the corporation in which a director of the corporation has a direct or indirect interest. A conflict of interest transaction is not voidable by the corporation solely because of the direct…

Loans to Directors. (a) Except as provided by subsection (c) of this section, a corporation may not lend money to or guarantee the obligation of a director of the corporation unless: (1) The particular or guarantee is approved by a majority of the votes represented by the outstan…

Liability for Unlawful Distributions. (a) A director who votes for or assents to a distribution made in violation of 4 CMC § 4381 or the articles of incorporation is personally liable to the corporation for the amount of distribution that exceeds what could have been distributed …

Required Officers. (a) A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws. (b) A duly appointed officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board of dire…

Duties of Officers. Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe th…

Standards of Conduct for Officers. (a) An officer with discretionary authority shall discharge his duties under that authority: (1) In good faith; (2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (3) In a manner he …

Resignation and Removal of Officers. (a) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and t…

Contract Rights of Officers. (a) The appointment of an officer does not itself create contract rights. (b) An officer’s removal does not affect the officer’s contract rights, if any, with the corporation. An officer’s resignation does not affect the corporation’s contract rights,…

Article Definitions. (a) “Corporation” includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor’s existence ceased upon consummation of the transaction. (b) “Director” means an individual who is or was a direct…

Authority to Indemnify. (a) Except as provided in subsection (d) of this section, a corporation may indemnify an individual made a party to a proceeding because he is or was a director against liability incurred in the proceeding if: (1) He conducted himself in good faith; and (2…

Mandatory Indemnification. Unless limited by its articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he is or was a director of the corporation …

Advance for Expenses. (a) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if: (1) The director furnishes the corporation a written affirmation of his good faith …