N.D. Cent. Code § 10-19.1-46

10-19.1-46. Act of the board

1. The board shall take action by the affirmative vote of the greater of a majority of the

directors present at a duly held meeting at the time the action is taken, or a majority of

the minimum proportion or number of directors that would constitute a quorum for the

transaction of business at the meeting, except when this chapter or the articles require

the affirmative vote of a larger proportion or number. If the articles require a larger

proportion or number than is required by this chapter for a particular action, then the

articles control.

2. The articles of a domestic corporation that is not incorporated under chapter 10-35

may confer upon one or more directors voting powers greater than or less than those

of other directors.

a. After the adoption of the initial articles, an amendment to the articles to confer

upon one or more directors voting powers greater than or less than those of other

directors requires the approval of all of the shareholders entitled to vote on the

amendment.

b. If the articles provide that any director has more or less than one vote on any

matter, then:

(1) Every reference in this chapter to a majority or other proportion of the

directors shall refer to a majority or other proportion of the voting power of

the directors.

(2) Unless otherwise provided in the articles, the bylaws, or the resolution

establishing the committee or the subcommittee, any such provision

conferring greater or lesser voting power applies to voting in a committee or

subcommittee.