N.D. Cent. Code § 10-19.1-61

10-19.1-61. Authorized shares

1. Subject to any restrictions in the articles, a corporation may issue securities and rights

to purchase securities only when authorized by the board.

2. All shares of a corporation:

a. Must be of one class and one series, unless the articles establish or authorize the

board to establish more than one class or series;

b. Must be common shares entitled to vote and have equal rights and preferences in

all matters not otherwise provided for by the board, unless and to the extent the

articles have created nonvoting shares or have fixed the relative rights and

preferences of different classes and series; and

c. Must have, unless a different par value is specified in the articles, a par value of

one cent per share.

3. Subject to any restrictions in the articles, the power granted in subsection 2 may be

exercised by a resolution approved by the directors as required under section

10-19.1-46 establishing a class or series, setting forth the designation of the class or

series, and fixing the relative rights and preferences of the class or series.

4. A statement executed by an officer setting forth the name of the corporation and the

text of the resolution and certifying the adoption of the resolution and the date of

adoption must be filed with the secretary of state, together with the fees provided

under section 10-19.1-147, before the issuance of any shares for which the resolution

creates rights or preferences not set forth in the articles. The resolution is effective

when the statement is filed with the secretary of state unless the statement specifies a

later effective date within thirty days of filing the statement with the secretary of state.

5. Without limiting the authority granted under this section, a corporation may issue

shares of a class or series which:

a. Are subject to the right of the corporation to redeem any of those shares at the

price fixed for the shares' redemption by the articles or by the board;

b. Entitle the shareholders to cumulative, partially cumulative, or noncumulative

distributions;

c. Have preference over any class or series of shares for the payment of

distributions of any or all kinds;

d. Convert into shares of any other class or any series of the same or another class;

or

e. Have full, partial, or no voting rights, except as provided under section

10-19.1-20.