§ 10-33-02 — Application and election

North Dakota § 10-33-02

• Jurisdiction: North Dakota
• Title 10: Corporations
• Ch. 10-33: Nonprofit Corporations

Text

1. This chapter applies to all nonprofit corporations incorporated for a purpose for which
a corporation might be incorporated under this chapter.
2. A corporation in existence before August 1, 1997, which has incorporated under
chapters 10-24, 10-25, 10-26, 10-27, and 10-28 as they existed on July 31, 1997, or
any other chapter that provides that corporations incorporated under that chapter and
governed by the nonprofit corporation laws of this state, may elect after July 31, 1997,
and before August 1, 1998, to become governed by this chapter.
a. If the articles of an electing corporation include a provision prohibited by this
chapter or omit a provision required by this chapter or are otherwise inconsistent
with this chapter, the electing corporation shall amend its articles to conform to
the requirements of this chapter. The appropriate provisions of the corporation's
articles or bylaws or the law by which it was governed before the effective date of
the election made pursuant to this section control the manner of adoption of the
amendment.
b. An election by a corporation to become governed by this chapter must be made
by resolution approved by the affirmative vote of the members with voting rights
of the same proportion that is required for amendment of the articles of the
corporation before the election.
(1) If there are no members with voting rights, the corporation must elect to be
governed by this chapter by a resolution adopted by a majority vote of the
directors entitled to vote at a meeting of the board, with proper notice given.
The notice must include a statement that a purpose of the meeting is to
consider an election to become governed by this chapter.
(2) The original of the resolution, and articles of amendment if required, must be
filed with the secretary of state.
(a) The resolution and articles of amendment become effective upon
acceptance by the secretary of state.
(b) If no amendment of the articles is required, the resolution must state
that the articles of the corporation conform to the requirements of this
chapter.
c. Upon filing an election pursuant to this section, all provisions of the bylaws that
are consistent with this chapter remain or become effective and all provisions of
the bylaws that are inconsistent with this chapter cease to be effective.
3. After July 31, 1998, this chapter applies to all existing corporations incorporated under
any chapter of this code providing for the incorporation of corporations for a purpose or
purposes for which a corporation might be incorporated under this chapter or which
are otherwise to be governed by the nonprofit corporation laws of this state.
a. All provisions of the articles and bylaws of the corporation which may be included
in the articles or bylaws under this chapter remain in effect, and all provisions of
the articles and bylaws of the corporation which are inconsistent with this chapter
cease to be effective on August 1, 1998.
b. Any provisions required by this chapter to be contained in the articles that do not
appear in the articles are read into them as a matter of law.