North Dakota Code 10-19.1-31 – Bylaws
1. A corporation may, but need not, have bylaws. Bylaws may contain any provision relating to the management or the regulation of the affairs of the corporation not inconsistent with section 10-19.1-32 or any other provision of law or the articles, including:
Terms Used In North Dakota Code 10-19.1-31
- 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.
- Quorum: The number of legislators that must be present to do business.
a. The number of directors, and the qualifications, manner of election, powers, duties, and compensation, if any, of directors; b. The qualifications of shareholders; c. Different classes of shares; d. The manner of admission, withdrawal, suspension, and expulsion of shareholders; e. Property, voting, and other rights and privileges of shareholders; f. The appointment and authority of committees; g. The appointment or election, duties, compensation, and tenure of officers; h. The time, place, and manner of calling, conducting, and giving notice of shareholder, board, and committee meetings, or of conducting mail ballots; i. The making of reports and financial statements to shareholders; or
j. The number establishing a quorum for meetings of members and the board.
2. Unless reserved by the articles to shareholders with voting rights, initial bylaws may be adopted by a majority of the incorporators, or by the first board pursuant to section 10-19.1-30. Unless reserved by the articles to the shareholders with voting rights, the power to adopt, amend, or repeal the bylaws is vested in the board. The power of the board is subject to the power of the shareholders, exercisable in the manner provided in subsection 3, to adopt, amend, or repeal bylaws adopted, amended, or repealed by the board.
3. Unless the articles or bylaws provide otherwise, a shareholder or shareholders holding five percent or more of the voting power of the shares entitled to vote may propose a resolution for action by the shareholders to adopt, amend, or repeal bylaws adopted, amended, or repealed by the board.
a. The resolution must set forth the provisions proposed for adoption, amendment, or repeal.
b. The limitations and procedures for submitting, considering, and adopting the resolution are the same as provided in subsections 2, 3, and 4 of section 10-19.1-19 for amendment of the articles.