N.D. Cent. Code § 10-19.1-74

10-19.1-74. Act of the shareholders

1. Unless this chapter or the articles require a greater vote or voting by class and except

for the election of directors which is governed by section 10-19.1-39, the shareholders

shall take action by the affirmative vote of the holders of the greater of:

a. A majority of the voting power of the shares present and entitled to vote on that

item of business; or

b. A majority of the voting power of the minimum number of shares entitled to vote

that would constitute a quorum for the transaction of business at the meeting.

If the articles require a larger proportion or number than is required by this chapter for

a particular action, then the articles control.

2. In any case when a class or series of shares is entitled by this chapter, the articles of

incorporation, or the terms of the shares to vote as a class or series, the matter being

voted upon must also receive the affirmative vote of the owners of the same proportion

of the shares as is required as provided in subsection 1, unless the articles of

incorporation require a larger proportion. Unless otherwise stated in the articles or the

bylaws in the case of voting as a class or series, the minimum percentage of the total

voting power of shares of the class or series that must be present is equal to the

minimum percentage of all shares entitled to vote required to be present under section

10-19.1-76.

3. Unless otherwise provided in the articles or bylaws, shareholders may take action at a

meeting by:

a. Voice or ballot;

b. Action without a meeting pursuant to section 10-19.1-75;

c. Ballot pursuant to section 10-19.1-75.1; or

d. Remote communication pursuant to section 10-19.1-75.2.