North Dakota Code 10-33-36 – Nonjudicial removal of directors
1. This section applies unless a different method of removal is provided for in the articles or bylaws.
Terms Used In North Dakota Code 10-33-36
- 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.
- Person: means an individual, organization, government, political subdivision, or government agency or instrumentality. See North Dakota Code 1-01-49
- 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.
- 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
2. With respect to an elected director:
a. If there is a member with voting rights:
(1) A director may be removed by the board at any time, with or without cause, if:
(a) The director was named by the board to fill a vacancy; (b) The members with voting rights have not elected directors in the interval between the time of the appointment to fill the vacancy and the time of the removal; and
(c) A majority of the remaining directors present affirmatively vote to remove the director.
(2) A director may be removed at any time, with or without cause, by those members eligible to elect the director.
b. If there is no member with voting rights, a director may be removed at any time, with or without cause, by those directors eligible to elect the director.
3. With respect to an appointed director:
a. Except as otherwise provided in the articles or bylaws, an appointed director may be removed without cause by the person appointing the director.
b. The person removing the director shall do so by giving written notice of the removal to the director and either the presiding officer of the board or the corporation‘s president or secretary.
c. A removal is effective when the notice is effective unless the notice states a future effective date.
4. A new director may be elected at a meeting at which a director is removed.