N.D. Cent. Code § 10-19.1-101

10-19.1-101. Abandonment of plan of merger or exchange

1. After a plan of merger or exchange is approved by the owners entitled to vote on the

approval of the plan as provided in section 10-19.1-98 and before the effective date of

the plan, the plan may be abandoned:

a. With respect to the approval of the abandonment:

(1) If the owners of the ownership interests of each of the constituent

organizations entitled to vote on the approval of the plan as provided in

section 10-19.1-98 have approved the abandonment at a meeting by the

affirmative vote of the owners of a majority of the voting power of the

ownership interests entitled to vote;

(2) If the owners of a constituent organization are not entitled to vote on the

approval of the plan under section 10-19.1-98, the governing body of the

constituent organization has approved the abandonment by the affirmative

vote required by section 10-19.1-46 in the case of a domestic corporation or

by its governing statute in the case of any other organization; and

(3) If the merger or exchange is with a foreign organization, then if

abandonment is approved in the manner as may be required by the

governing statute of the foreign organization;

b. If the plan itself provides for abandonment and all conditions for abandonment set

forth in the plan are met; or

c. Pursuant to subsection 2.

2. If articles of merger are not filed with the secretary of state and the plan is to be

abandoned or if a plan of exchange is to be abandoned before the effective date of the

plan, then a resolution by the governing body of any constituent organization

abandoning the plan of merger or exchange may be approved by the affirmative vote

of the governing body required by section 10-19.1-46 in the case of a domestic

corporation or by its governing statute in the case of any other organization, subject to

the contract rights of any other person under the plan.

3. If articles of merger are filed with the secretary of state, but are not yet effective, the

constituent organizations, in the case of abandonment under paragraph 1 of

subdivision a of subsection 1, then the constituent organization or any one of them

under paragraph 2 of subdivision a of subsection 1, as the abandoning constituent

organization in the case of abandonment under subsection 2, shall file with the

secretary of state, with the fees provided in section 10-19.1-147, articles of

abandonment that contain:

a. The names of the constituent organizations;

b. The provision of this section under which the plan is abandoned; and

c. The text of the resolution approved by the affirmative vote of a majority of the

directors present abandoning the plan.

4. If the certificate of merger is issued, then the governing body shall surrender the

certificate to the secretary of state upon filing the articles of abandonment.