N.D. Cent. Code § 6-06.2-14

6-06.2-14. Membership, voting, meetings, and bylaws

1. Each member of the cooperative financial institution is entitled to one vote during

regular or special meetings of the membership.

2. Voting may be conducted in-person or digital as outlined in the cooperative financial

institution's bylaws. Proxy voting is permitted as authorized in the bylaws. A quorum for

a meeting must be defined in the bylaws.

3. Changes to a cooperative financial institution's charter or bylaws require a majority

vote of the membership at an annual or special membership meeting or a two-thirds

majority vote of the board of directors. Fifteen days before consideration of a bylaw

change, the membership or board acting upon the proposed change must be made

aware of the bylaw change under consideration and the day and time of the meeting

the change will be acted upon. No amendment to the bylaws are effective until

reviewed for appropriateness and compliance with applicable law and approved by the

state banking board.

4. A cooperative financial institution shall conduct at least one meeting of the

membership annually. Meetings:

a. Must be noticed at least fifteen days before the meeting date and include the

time, place, and agenda for any items considered at the meeting.

b. May be conducted virtually if permitted within the bylaws.

5. At the annual meeting the membership shall:

a. Fill any vacancies on the board of directors as outlined in the bylaws; and

b. Review the financial conditions of the cooperative financial institution, financial

performance since the prior annual meeting, and the projection for the upcoming

year.

6. Special meetings of the membership may be called by the board of directors as

outlined in the bylaws.

7. The board of directors:

a. May exercise powers of the cooperative financial institution not expressly

reserved for the members.

b. May not be fewer than five or more than fifteen members as outlined in the

bylaws.

c. Must be elected to terms of one to three years and until their successors are

elected, and shall serve staggered terms with approximately one-third of the

board positions up for consideration at any given annual meeting, as outlined in

the bylaws.

d. Must be elected from the membership of the cooperative financial institution, and

nomination shall be made of any member in good standing and following a

nomination process as outlined in the bylaws.

e. Must set the time and place of meetings as outlined in the bylaws, with a

minimum of twenty-four hours' notice required unless waived by all members of

the board.

f. Shall elect from among the elected board members, officers, including the

positions of chair, vice chair, treasurer, and recorder, with duties and

responsibilities as outlined in the bylaws.

g. Must be independent and the majority of board of directors may not be

employees of the cooperative financial institution.

h. Must be made up of at least two members with appropriate banking experience.

i. Must be made up of at least two-thirds members who are both citizens of the

United States and North Dakota residents.

j. May remove a board member as outlined in the bylaws.

8. The board of directors may terminate membership in a cooperative financial institution

for cause as outlined in the bylaws.