North Dakota Code 10-33-02 – Application and election
1. This chapter applies to all nonprofit corporations incorporated for a purpose for which a corporation might be incorporated under this chapter.
Terms Used In North Dakota Code 10-33-02
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- State: when applied to the different parts of the United States, includes the District of Columbia and the territories. See North Dakota Code 1-01-49
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.