§ 10-33-01 Definitions
§ 10-33-01.1 Legal recognition of electronic records and electronic signatures
§ 10-33-01.2 Knowledge and notice
§ 10-33-01.3 Reservation of legislative right
§ 10-33-02 Application and election
§ 10-33-03 Transition
§ 10-33-04 Purposes
§ 10-33-05 Incorporators
§ 10-33-06 Articles
§ 10-33-07 Private foundations – Provisions considered contained in articles
§ 10-33-08 Filing of articles of incorporation
§ 10-33-09 Effective date of incorporation
§ 10-33-10 Corporate name
§ 10-33-11 Reserved name
§ 10-33-12 Registered office – Registered agent
§ 10-33-13 Change of registered office – Appointment or change of registered agent – Change of name of registered agent
§ 10-33-14 Amendment of articles
§ 10-33-15 Procedure for amendment of articles
§ 10-33-16 Articles of amendment
§ 10-33-17 Effect of amendment
§ 10-33-18 Filing articles of amendment
§ 10-33-19 Effective date of articles of amendment
§ 10-33-20 Amendment of articles in court-supervised reorganization
§ 10-33-21 General powers
§ 10-33-22 Corporate seal
§ 10-33-23 Defense of ultra vires
§ 10-33-24 Unauthorized assumption of corporate powers – Liability
§ 10-33-25 Organization
§ 10-33-26 Bylaws
§ 10-33-27 Board
§ 10-33-28 Number of directors
§ 10-33-29 Qualifications and election of directors
§ 10-33-30 Terms of directors
§ 10-33-31 Acts not void or voidable
§ 10-33-32 Compensation of directors
§ 10-33-33 Classification of directors
§ 10-33-34 Cumulative voting for directors
§ 10-33-35 Resignation of directors
§ 10-33-36 Nonjudicial removal of directors
§ 10-33-37 Removal of directors by judicial proceeding
§ 10-33-38 Board vacancies
§ 10-33-39 Board meetings
§ 10-33-40 Absent directors
§ 10-33-41 Quorum of directors
§ 10-33-42 Act of the board
§ 10-33-43 Action without meeting by directors
§ 10-33-44 Board committees
§ 10-33-45 Standard of conduct for directors
§ 10-33-46 Director conflicts of interest
§ 10-33-47 Immunity of officers, directors, and trustees
§ 10-33-48 Immunity of volunteers
§ 10-33-49 Officers
§ 10-33-50 Duties of officers and agents
§ 10-33-51 Multiple offices
§ 10-33-52 Officers deemed elected
§ 10-33-53 Contract rights
§ 10-33-54 Resignation, removal, and vacancies for officers
§ 10-33-55 Delegation by officers
§ 10-33-56 Standard of conduct for officers
§ 10-33-57 Members
§ 10-33-58 Membership certificates
§ 10-33-59 Transfer of membership
§ 10-33-60 Liability of members – Third parties – Dues, assessments, or fees
§ 10-33-61 Resignation by members
§ 10-33-62 Termination of membership
§ 10-33-63 Purchase of memberships
§ 10-33-64 Delegates
§ 10-33-65 Annual meetings of voting members
§ 10-33-66 Special meetings of voting members
§ 10-33-67 Court-ordered meeting of voting members
§ 10-33-68 Notice of member meetings
§ 10-33-69 Record date – Determining members entitled to notice and vote
§ 10-33-70 Members’ list for meeting
§ 10-33-71 Right to vote
§ 10-33-72 Act of the members
§ 10-33-72.1 Contractual requirement to submit a matter to the members
§ 10-33-73 Member action without a meeting
§ 10-33-74 Member action by ballot
§ 10-33-75 Remote communications for member meetings
§ 10-33-76 Quorum of members
§ 10-33-77 Proxies
§ 10-33-78 Acceptance of member act by the corporation
§ 10-33-79 Voting agreements
§ 10-33-80 Books and records – Financial statement
§ 10-33-81 Equitable remedies for members
§ 10-33-82 Loans – Guarantees – Suretyship
§ 10-33-83 Advances
§ 10-33-84 Indemnification
§ 10-33-85 Merger, consolidation, or transfer
§ 10-33-86 Plan of merger or consolidation
§ 10-33-87 Plan approval
§ 10-33-88 Articles of merger or consolidation – Certificate
§ 10-33-89 Abandonment
§ 10-33-90 Effective date of merger or consolidation – Effect
§ 10-33-91 Continuance of corporate authority
§ 10-33-92 Merger or consolidation with foreign corporation
§ 10-33-93 Merger of corporation conducting activities as a hospital with a corporation organized for profit – Retention of property tax status
§ 10-33-94 Transfer of assets – When permitted
§ 10-33-95 Certain assets not to be diverted
§ 10-33-96 Methods of dissolution
§ 10-33-97 Voluntary dissolution by incorporators
§ 10-33-98 Voluntary dissolution by board and members with voting rights
§ 10-33-99 Filing notice of intent to dissolve – Effect
§ 10-33-100 Procedure in dissolution
§ 10-33-101 Dissolution procedure for corporations that give notice to creditors and claimants
§ 10-33-102 Dissolution procedure for corporations that do not give notice to creditors and claimants
§ 10-33-103 Filing of articles of dissolution – Effective date of dissolution – Certificate of dissolution
§ 10-33-104 Revocation of dissolution proceedings
§ 10-33-105 Distribution of assets
§ 10-33-106 Supervised voluntary dissolution
§ 10-33-107 Involuntary dissolution
§ 10-33-108 Procedure in involuntary or supervised voluntary dissolution
§ 10-33-109 Qualifications of receivers – Powers
§ 10-33-110 Filing claims in proceedings to dissolve
§ 10-33-111 Discontinuance of dissolution proceedings
§ 10-33-112 Decree of dissolution
§ 10-33-113 Filing decree
§ 10-33-114 Deposit with administrator of abandoned property of amount due certain persons – Appropriation
§ 10-33-115 Claims barred – Exceptions
§ 10-33-116 Right to sue or defend after dissolution
§ 10-33-117 Omitted assets
§ 10-33-118 Extension after duration expired
§ 10-33-119 Effect of extension
§ 10-33-120 Service of process on corporation, foreign corporation, and nonresident directors
§ 10-33-121 State interested – Proceedings
§ 10-33-122 Attorney general – Notice to – Waiting period
§ 10-33-123 Powers of attorney general
§ 10-33-124 Certified nonprofit development corporation – Application
§ 10-33-125 Foreign corporation – Governing law
§ 10-33-126 Foreign corporation – Name
§ 10-33-127 Foreign corporation – Admission of foreign corporation conducting activities – Obtaining licenses and permits
§ 10-33-128 Foreign corporation application for certificate of authority
§ 10-33-129 Foreign corporation – Issuance of certificate of authority
§ 10-33-130 Foreign corporation – Amendments to the certificate of authority
§ 10-33-131 Foreign corporation – Registered agent – Registered office
§ 10-33-132 Foreign corporation – Merger of foreign corporation authorized to conduct activities in this state
§ 10-33-133 Foreign corporation – Certificate of withdrawal
§ 10-33-135 Foreign corporation – Conduct of activity without certificate of authority – Civil penalty
§ 10-33-136 Foreign corporation – Conduct not constituting conducting activities
§ 10-33-137 Foreign corporation – Action by attorney general
§ 10-33-138 Foreign corporation – Service of process
§ 10-33-139 Secretary of state – Annual report of corporations and foreign corporations
§ 10-33-140 Secretary of state – Fees and charges
§ 10-33-141 Secretary of state – Enforcement – Penalty – Appeal
§ 10-33-141.1 Delivery to and filing of records by secretary of state and effective date
§ 10-33-141.2 Correcting a filed record
§ 10-33-141.3 Secretary of state – Involuntary dissolution – Revocation of certificate of authority
§ 10-33-142 Secretary of state – Evidence
§ 10-33-142.1 Secretary of state – Confidential records
§ 10-33-143 Secretary of state – Forms
§ 10-33-144 Transaction by a nonprofit corporation operating or controlling a hospital or nursing home – Notice to attorney general – Waiting period
§ 10-33-145 Transaction by a nonprofit corporation or entity operating or controlling a hospital or nursing home – Attorney general’s powers and duties – Experts – Continuing appropriation
§ 10-33-146 Transaction by a nonprofit corporation or entity operating or controlling a hospital or nursing home – Notice of decision – Public meeting – Meeting notice
§ 10-33-147 Transaction by a nonprofit corporation or entity operating or controlling a hospital or nursing home – Attorney general decision
§ 10-33-148 Investigation – Subpoena – Hearing – Powers of the attorney general
§ 10-33-149 Authority of the attorney general or a court is not impaired
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Terms Used In North Dakota Code > Chapter 10-33 - Nonprofit Corporations

  • Adjourn: A motion to adjourn a legislative chamber or a committee, if passed, ends that day's session.
  • Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
  • 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.
  • Answer: The formal written statement by a defendant responding to a civil complaint and setting forth the grounds for defense.
  • Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
  • Beneficiary: A person who is entitled to receive the benefits or proceeds of a will, trust, insurance policy, retirement plan, annuity, or other contract. Source: OCC
  • Bequest: Property gifted by will.
  • Case law: The law as laid down in cases that have been decided in the decisions of the courts.
  • children: includes children by birth and by adoption. See North Dakota Code 1-01-18
  • Clerk of court: An officer appointed by the court to work with the chief judge in overseeing the court's administration, especially to assist in managing the flow of cases through the court and to maintain court records.
  • Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
  • Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
  • Continuance: Putting off of a hearing ot trial until a later time.
  • Contract: A legal written agreement that becomes binding when signed.
  • Conviction: A judgement of guilt against a criminal defendant.
  • 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.
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
  • Dependent: A person dependent for support upon another.
  • Devise: To gift property by will.
  • Donor: The person who makes a gift.
  • Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
  • Escrow: Money given to a third party to be held for payment until certain conditions are met.
  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
  • Ex officio: Literally, by virtue of one's office.
  • Fair market value: The price at which an asset would change hands in a transaction between a willing, informed buyer and a willing, informed seller.
  • Fiduciary: A trustee, executor, or administrator.
  • following: when used by way of reference to a chapter or other part of a statute means the next preceding or next following chapter or other part. See North Dakota Code 1-01-49
  • Foreclosure: A legal process in which property that is collateral or security for a loan may be sold to help repay the loan when the loan is in default. Source: OCC
  • Fraud: Intentional deception resulting in injury to another.
  • Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
  • Grantor: The person who establishes a trust and places property into it.
  • Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
  • Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. Source: FDIC
  • Individual: means a human being. See North Dakota Code 1-01-49
  • Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Lien: A claim against real or personal property in satisfaction of a debt.
  • Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
  • Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
  • Nolo contendere: No contest-has the same effect as a plea of guilty, as far as the criminal sentence is concerned, but may not be considered as an admission of guilt for any other purpose.
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Organization: includes a foreign or domestic association, business trust, corporation, enterprise, estate, joint venture, limited liability company, limited liability partnership, limited partnership, partnership, trust, or any legal or commercial entity. See North Dakota Code 1-01-49
  • paper: means any flexible material upon which it is usual to write. See North Dakota Code 1-01-27
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Partnership: includes a limited liability partnership registered under chapter 45-22. See North Dakota Code 1-01-49
  • Person: means an individual, organization, government, political subdivision, or government agency or instrumentality. See North Dakota Code 1-01-49
  • Personal property: All property that is not real property.
  • Personal property: includes money, goods, chattels, things in action, and evidences of debt. See North Dakota Code 1-01-49
  • Plea: In a criminal case, the defendant's statement pleading "guilty" or "not guilty" in answer to the charges, a declaration made in open court.
  • Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.
  • Presiding officer: A majority-party Senator who presides over the Senate and is charged with maintaining order and decorum, recognizing Members to speak, and interpreting the Senate's rules, practices and precedents.
  • Process: means a writ or summons issued in the course of judicial proceedings. See North Dakota Code 1-01-49
  • Property: includes property, real and personal. See North Dakota Code 1-01-49
  • Proxy voting: The practice of allowing a legislator to cast a vote in committee for an absent legislator.
  • Quorum: The number of legislators that must be present to do business.
  • Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
  • Rule: includes regulation. See North Dakota Code 1-01-49
  • seal: includes an impression of such seal upon the paper alone as well as upon wax or a wafer affixed thereto. See North Dakota Code 1-01-38
  • Service of process: The service of writs or summonses to the appropriate party.
  • Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
  • 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
  • Statute: A law passed by a legislature.
  • Statute of limitations: A law that sets the time within which parties must take action to enforce their rights.
  • Subpoena: A command to a witness to appear and give testimony.
  • subscription: includes "mark" when the person cannot write, the person's name being written near it and written by a person who writes that person's own name as a witness. See North Dakota Code 1-01-49
  • Summons: Another word for subpoena used by the criminal justice system.
  • Trustee: A person or institution holding and administering property in trust.
  • United States: includes the District of Columbia and the territories. See North Dakota Code 1-01-49
  • Verified: means sworn to before an officer authorized to administer oaths. See North Dakota Code 1-01-42
  • week: means seven consecutive days and the word "month" a calendar month. See North Dakota Code 1-01-33
  • written: include "typewriting" and "typewritten" and "printing" and "printed" except in the case of signatures and when the words are used by way of contrast to typewriting and printing. See North Dakota Code 1-01-37
  • year: means twelve consecutive months. See North Dakota Code 1-01-33