N.D. Cent. Code § 10-19.1-32
This is the official text of N.D. Cent. Code § 10-19.1-32, part of North Dakota’s Cent. Code — part of the compiled statutory law of North Dakota, published by the state as "Cent. Code." Browse the sections below, each linked to its official government source.
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10-19.1-32. Board
Official statutory text
10-19.1-32. Board
1. The business and affairs of a corporation must be managed by or under the direction
of a board, subject to subsection 2 and section 10-19.1-83. The members of the first
board may be named in the articles or elected by the incorporators pursuant to section
10-19.1-30 or by the shareholders.
2. The holders of the shares entitled to vote for directors of the corporation may, by
unanimous affirmative vote, take any action that this chapter requires or permits the
board to take. As to an action taken by the shareholders in that manner:
a. The directors have no duties, liabilities, or responsibilities as directors under this
chapter with respect to or arising from the action.
b. The shareholders collectively and individually have all of the duties, liabilities, and
responsibilities of directors under this chapter with respect to and arising from the
action.
c. If the action relates to a matter required or permitted by this chapter or by any
other law to be approved or adopted by the board, either with or without approval
or adoption by the shareholders, the action is deemed to have been approved or
adopted by the board.
d. A requirement that an instrument filed with a governmental agency contain a
statement that the action has been approved and adopted by the board is
satisfied by a statement that the shareholders have taken the action under this
subsection.
1. The business and affairs of a corporation must be managed by or under the direction
of a board, subject to subsection 2 and section 10-19.1-83. The members of the first
board may be named in the articles or elected by the incorporators pursuant to section
10-19.1-30 or by the shareholders.
2. The holders of the shares entitled to vote for directors of the corporation may, by
unanimous affirmative vote, take any action that this chapter requires or permits the
board to take. As to an action taken by the shareholders in that manner:
a. The directors have no duties, liabilities, or responsibilities as directors under this
chapter with respect to or arising from the action.
b. The shareholders collectively and individually have all of the duties, liabilities, and
responsibilities of directors under this chapter with respect to and arising from the
action.
c. If the action relates to a matter required or permitted by this chapter or by any
other law to be approved or adopted by the board, either with or without approval
or adoption by the shareholders, the action is deemed to have been approved or
adopted by the board.
d. A requirement that an instrument filed with a governmental agency contain a
statement that the action has been approved and adopted by the board is
satisfied by a statement that the shareholders have taken the action under this
subsection.
Status: in_force · Read it on the official government site
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