§ 10-33-15 — Procedure for amendment of articles

North Dakota § 10-33-15

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

Text

1. A majority of incorporators may amend the articles by written action if no directors are
named in the original articles, if no directors have been elected, and if there are no
members with voting rights. A majority of directors may amend the articles if there are
no members with voting rights, if members with voting rights have authorized the
board to amend the articles under subsection 3, or if the amendment merely restates
the existing articles, as amended. Notice of the meeting and of the proposed
amendment must be given to the board. An amendment restating the existing articles
may, but need not, be submitted to and approved by the members with voting rights as
provided in subsection 2.
2. Amendments to the articles must be approved by the affirmative vote of a majority of
all directors and by the members with voting rights. If an amendment is initiated by the
directors, proper notice of the proposed amendment must precede a meeting of the
members with voting rights at which the amendment will be considered and must
include the substance of the proposed amendment. If an amendment is proposed and
approved by the members with voting rights, those members may demand a special
board meeting within fifty days for consideration of the proposed amendment if a
regular board meeting would not occur within fifty days.
3. a. The members with voting rights may authorize the board of directors, subject to
subdivision c, to exercise from time to time the power of amendment of the
articles without approval of the members with voting rights.
b. When the members with voting rights have authorized the board of directors to
amend the articles, the board of directors, by the affirmative vote of a majority of
all directors, unless the articles, bylaws, or the members' resolution authorizing
the board action requires a greater vote, may amend the articles at a meeting of
the board. Notice of the meeting and of the proposed amendment must be given
to the board.
c. The members with voting rights may prospectively revoke the authority of the
board to exercise the power of the members to amend the articles at a meeting
called for that purpose.
4. Articles or bylaws may require greater than majority approval by the board or approval
by greater than a majority of a quorum of the voting members for an action under this
section and may limit or prohibit the use of mail ballots by voting members.
5. The articles or bylaws may provide that an amendment also must be approved by the
members of a class.