N.D. Cent. Code § 10-32.1-21

10-32.1-21. Amendment or restatement of articles of organization

1. Articles of organization may be amended or restated at any time.

a. Before any contribution is reflected in the required records of a limited liability

company, the articles of organization may be amended by the organizers or by

the board. The articles of organization may also be amended by the board to

establish or fix the rights and preferences of a class or series of membership

interests before any contribution pertaining to that class or series is reflected in

the records of the limited liability company by filing articles of amendment with the

secretary of state.

b. With respect to amendment after contribution:

(1) Except as otherwise provided in subdivision a, after any contribution has

been reflected in the records of a limited liability company, the articles of

organization may be amended in the manner set forth in this subdivision.

(2) A resolution approved by the affirmative vote of a majority of the governors

present, or proposed by a member or members owning five percent or more

of the voting power of the members entitled to vote, that sets forth the

proposed amendment must be submitted to a vote at the next regular or

special meeting of the members of which notice has not yet been given but

still can be timely given. Any number of amendments may be submitted to

the members and voted upon at one meeting, but the same or substantially

the same amendment proposed by a member or members need not be

submitted to the members or be voted upon at more than one meeting

during a fifteen-month period. The resolution may amend the articles of

organization in their entirety to restate and supersede the original articles of

organization and all amendments to them.

(3) Written notice of the meeting of the members setting forth the substance of

the proposed amendment must be given to each member entitled to vote in

the manner provided in subsection 5 of section 10-32.1-39 for the giving of

notice of meetings of members.

(4) The proposed amendment is adopted:

(a) When approved by the affirmative vote of the members required by

section 10-32.1-39; or

(b) If the articles of organization provide for a specified proportion 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 equal to or larger than the majority

necessary to transact a specified type of business at a meeting, then

the affirmative vote necessary to add the provision to, or to amend an

existing provision in, the articles of organization 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.

2. To amend its articles of organization, a limited liability company must file with the

secretary of state an amendment stating:

a. The name of the company;

b. The changes the amendment makes to the articles of organization as most

recently amended or restated; and

c. A statement that the amendment was adopted pursuant to this chapter.

3. If only a change of address of the principal executive office is required, then an

amendment need not be filed. However, the change of address of the principal

executive office must then be reported in the next annual report filed after the change

or be submitted in writing to the secretary of state without a filing fee.

4. To restate its articles of organization, a limited liability company must file with the

secretary of state a restatement, designated as such in its heading, stating:
ed not be filed. However, the change of address of the principal

executive office must then be reported in the next annual report filed after the change

or be submitted in writing to the secretary of state without a filing fee.

4. To restate its articles of organization, a limited liability company must file with the

secretary of state a restatement, designated as such in its heading, stating:

a. In the heading or an introductory paragraph, the present name of the company;

and

b. The changes the restatement makes to the articles of organization as most

recently amended or restated, except that the name and address of each

organizer may be omitted.

5. Subject to subsection 3 of section 10-32.1-15 and subsection 3 of section 10-32.1-87,

an amendment to or restatement of articles of organization is effective when filed with

the secretary of state or at a later date as specified in the amendment to, or

restatement of, the articles of organization.

6. The owners of the outstanding transferable interests of a class or series are entitled to

vote as a class or series upon a proposed amendment to the articles of organization,

whether or not entitled to vote on the amendment by the provisions of the articles of

organization, if the amendment would:

a. Effect an exchange, reclassification, or cancellation of all or part of the

membership interests of the class or series, or effect a combination of

outstanding membership interests of a class or series into a lesser number of

membership interests of the class or series if each other class or series is not

subject to a similar combination;

b. Effect an exchange, or create a right of exchange, of all or any part of the

membership interests of another class or series for the membership interests of

the class or series;

c. Change the rights or preferences of the membership interests of the class or

series;

d. Create a new class or series of membership interests having rights and

preferences prior and superior to the membership interests of that class or series,

or increase the rights and preferences or the number of membership interests, of

a class or series having rights and preferences prior or superior to the

membership interests of that class or series;

e. Divide the membership interests of the class into series and determine the

designation of each series and the variations in the relative rights and

preferences between the membership interests of each series or authorize the

board to do so;

f. Limit or deny any existing pre-emptive rights of the membership interests of the

class or series; or

g. Cancel or otherwise affect distributions on the membership interests of the class

or series.

7. With respect to the effect of the amendment:

a. An amendment does not affect an existing cause of action in favor of or against

the limited liability company, nor a pending suit to which the limited liability

company is a party, nor the existing rights of persons other than members.

b. If the limited liability company name is changed by the amendment, a suit brought

by or against the limited liability company under its former name does not abate

for that reason.

c. An amendment restating the articles in their entirety supersedes the original

articles and all amendments to the original articles.

8. If the secretary of state finds that the articles of amendment conform to law, and that

all fees have been paid as provided in section 10-32.1-92, then the articles of

amendment must be recorded in the office of the secretary of state.

9. A limited liability company that amends its name and which is the owner of a service

mark, trademark, or trade name, is a general partner named in a fictitious name

certificate, is a general partner in a limited partnership or a limited liability limited

partnership, or is a managing partner of a limited liability partnership that is on file with
ded in the office of the secretary of state.

9. A limited liability company that amends its name and which is the owner of a service

mark, trademark, or trade name, is a general partner named in a fictitious name

certificate, is a general partner in a limited partnership or a limited liability limited

partnership, or is a managing partner of a limited liability partnership that is on file with

the secretary of state must change or amend the name of the limited liability company

in each registration when the limited liability company files an amendment.

10. With respect to the amendment of articles of organization in court-supervised

reorganization:

a. Whenever a plan of reorganization of a limited liability company has been

confirmed by decree or order of a court of competent jurisdiction in proceedings

for the reorganization of the limited liability company, pursuant to the provisions of

any applicable statute of the United States relating to reorganization of limited

liability companies, the articles may be amended, in the manner provided in this

section, in as many respects as may be necessary to carry out the plan and to

put it into effect, so long as the articles as amended contain only provisions which

might be lawfully contained in original articles of organization at the time of

making the amendment. In particular, and without limitation upon any general

power of amendment, the articles may be amended to:

(1) Change the limited liability company name, period of duration, or

organizational purposes of the limited liability company.

(2) Repeal, alter, or amend the bylaws of the limited liability company.

(3) Change the preferences, limitations, relative rights in respect of all or any

part of the membership interests of the limited liability company, and classify,

reclassify, or cancel all or any part thereof.

(4) Authorize the issuance of bonds, debentures, or other obligations of the

limited liability company, whether convertible into membership interests of

any class or bearing warrants or other evidence of optional rights to

purchase or subscribe for membership interests of any class, and fix the

terms and conditions thereof.

(5) Constitute or reconstitute and classify or reclassify the board and appoint

governors and managers in place of or in addition to all or any of the

governors or managers then in office.

b. Amendments to the articles pursuant to subdivision a must be made in the

following manner:

(1) Articles of amendment approved by decree or order of the court must be

signed and verified in duplicate by the person or persons designated or

appointed by the court for that purpose and must set forth the name of the

limited liability company, the amendments of the articles approved by the

court, the date of the decree or order approving the articles of amendment,

the title of the proceedings in which the decree or order was entered by a

court having jurisdiction of the proceedings for the reorganization of the

limited liability company pursuant to the provisions of an applicable statute

of the United States.
ted liability company, the amendments of the articles approved by the

court, the date of the decree or order approving the articles of amendment,

the title of the proceedings in which the decree or order was entered by a

court having jurisdiction of the proceedings for the reorganization of the

limited liability company pursuant to the provisions of an applicable statute

of the United States.

(2) An original of the articles of amendment must be filed with the secretary of

state. If the secretary of state finds that the articles of amendment conform

to law, and that all fees have been paid as provided in section 10-32.1-92,

then the articles of amendment must be recorded in the office of the

secretary of state.

c. The articles of amendment become effective upon their acceptance by the

secretary of state or at any other time within ninety days after their acceptance if

the articles of amendment so provide.

d. The articles are deemed to be amended accordingly, without any action by the

governors or members of the limited liability company and with the same effect as

if the amendment had been adopted by the unanimous action provided for in

section 10-32.1-39.

11. If a member-managed limited liability company, a manager of a manager-managed

limited liability company, or a governor of a board-managed limited liability company,

knows that any information in articles of organization filed with the secretary of state

was inaccurate when the articles were filed, or has become inaccurate owing to

changed circumstances, the member, manager, or governor shall promptly:

a. Cause the articles to be amended; or

b. If appropriate, file with the secretary of state a change of registered agent or

change of registered office in the manner prescribed by chapter 10-01.1.