N.D. Cent. Code § 10-33-15

10-33-15. Procedure for amendment of articles

1. A majority of incorporators may amend the articles by written action if no directors are

named in the original articles, if no directors have been elected, and if there are no

members with voting rights. A majority of directors may amend the articles if there are

no members with voting rights, if members with voting rights have authorized the

board to amend the articles under subsection 3, or if the amendment merely restates

the existing articles, as amended. Notice of the meeting and of the proposed

amendment must be given to the board. An amendment restating the existing articles

may, but need not, be submitted to and approved by the members with voting rights as

provided in subsection 2.

2. Amendments to the articles must be approved by the affirmative vote of a majority of

all directors and by the members with voting rights. If an amendment is initiated by the

directors, proper notice of the proposed amendment must precede a meeting of the

members with voting rights at which the amendment will be considered and must

include the substance of the proposed amendment. If an amendment is proposed and

approved by the members with voting rights, those members may demand a special

board meeting within fifty days for consideration of the proposed amendment if a

regular board meeting would not occur within fifty days.

3. a. The members with voting rights may authorize the board of directors, subject to

subdivision c, to exercise from time to time the power of amendment of the

articles without approval of the members with voting rights.

b. When the members with voting rights have authorized the board of directors to

amend the articles, the board of directors, by the affirmative vote of a majority of

all directors, unless the articles, bylaws, or the members' resolution authorizing

the board action requires a greater vote, may amend the articles at a meeting of

the board. Notice of the meeting and of the proposed amendment must be given

to the board.

c. The members with voting rights may prospectively revoke the authority of the

board to exercise the power of the members to amend the articles at a meeting

called for that purpose.

4. Articles or bylaws may require greater than majority approval by the board or approval

by greater than a majority of a quorum of the voting members for an action under this

section and may limit or prohibit the use of mail ballots by voting members.

5. The articles or bylaws may provide that an amendment also must be approved by the

members of a class.