N.D. Cent. Code § 10-19.1-19

10-19.1-19. Procedure for amendment after issuance of shares

1. Except as otherwise provided in section 10-19.1-18, after the issuance of shares by

the corporation, the articles may be amended in the manner set forth in this section.

2. A resolution approved by the affirmative vote of a majority of the directors present, or

proposed by a shareholder or shareholders holding five percent or more of the voting

power of the shares entitled to vote, that sets forth the proposed amendment must be

submitted to a vote at the next regular or special meeting of the shareholders of which

notice has not yet been given but still can be timely given. Any number of amendments

may be submitted to the shareholders and voted upon at one meeting, but the same or

substantially the same amendment proposed by a shareholder or shareholders need

not be submitted to the shareholders or be voted upon at more than one meeting

during a fifteen-month period, except that if a corporation is registered or reporting

under the federal securities laws, the provisions of this sentence do not apply to the

extent that these provisions are in conflict with the federal securities laws or rules

adopted under those laws. The resolution may amend the articles in their entirety to

restate and supersede the original articles and all amendments to them.

3. Written notice of the shareholders' meeting setting forth the substance of the proposed

amendment must be given to each shareholder entitled to vote in the manner provided

in section 10-19.1-73 for the giving of notice of meetings of shareholders.

4. The proposed amendment to the articles is adopted:

a. When approved by the affirmative vote of the shareholders required by section

10-19.1-74, except as provided in subdivision b and in subsection 5; or

b. If the articles provide for a specified proportion or number equal to or larger than

the majority necessary to transact a specified type of business at a meeting, or if

it is proposed to amend the articles to provide for a specified proportion or

number equal to or larger than the majority necessary to transact a specified type

of business at a meeting, the affirmative vote necessary to add the provision to,

or to amend an existing provision in, the articles is the larger of:

(1) The specified proportion or number or, in the absence of a specific

provision, the affirmative vote necessary to transact the type of business

described in the proposed amendment at a meeting immediately before the

effectiveness of the proposed amendment; or

(2) The specified proportion or number that would, upon effectiveness of the

proposed amendment, be necessary to transact the specified type of

business at a meeting.

5. An amendment that merely restates the existing articles, as amended, may be

authorized by a resolution approved by the board and may be submitted to and

approved by the shareholders as provided in subsections 2, 3, and 4.

6. Notwithstanding any contrary provision of this chapter, the board of a corporation that

is registered as an open-end management investment company under the Investment

Company Act of 1940, as amended, may, without shareholder approval, increase or

decrease, but not below the then outstanding shares, the aggregate number of shares

the corporation has authority to issue, including shares of any class or series, unless a

provision has been included in the corporation's articles prohibiting the board from

increasing or decreasing the aggregate number of shares, or any class or series of

shares, as applicable, that the corporation has authority to issue.