Corporate Board Meeting and Written-Consent Requirements in North Dakota

At a glance

Requirements one by one

North Dakota Century Code §§ 10-19.1-32 to -33 place corporate business and affairs under a board of one or more directors, subject to the statute's unanimous-shareholder and shareholder-control-agreement routes. Section 10-19.1-31 lets bylaws regulate calls, meetings, committees, and quorum.

One director may call on ten days' notice

North Dakota Century Code § 10-19.1-43 lets a director call a meeting on at least ten days' notice of date, time, and place unless the articles or bylaws set another period. An organizational meeting uses at least three days. Purpose is unnecessary unless governing documents require it. No new notice is needed when meeting details were fixed in the articles or bylaws or announced at a previous meeting; an adjourned meeting needs only the announcement made when adjournment occurs.

A written, authenticated-electronic, or attendance waiver may occur before, at, or after the meeting. An attending director preserves an objection only by objecting at the beginning because the meeting was not lawfully called or convened and then not participating further.

Remote participation has a solely remote route

Section 10-19.1-43 permits a solely remote meeting after the required notice if all directors can participate with each other and a quorum joins. Conference telephone works as well; another remote method requires board authorization. Qualifying remote participation counts as presence in person.

Quorum may survive withdrawals

North Dakota Century Code § 10-19.1-45 measures default quorum by a majority of directors currently holding office. The articles or bylaws may set a larger or smaller proportion or number, and this section states no minimum floor. A majority present may adjourn when quorum is absent. If quorum exists when a duly called or held meeting convenes, the remaining directors may keep transacting business despite later withdrawals below quorum.

Section 10-19.1-46 requires the greater of a majority of directors present or a majority of the minimum number that would constitute quorum. The articles may require more and may create unequal director voting power. Section 10-19.1-44 also lets the articles or bylaws authorize an absent director's advance written vote on a substantially identical proposal, without counting that director toward quorum.

The articles may authorize nonunanimous written action

North Dakota Century Code § 10-19.1-47 defaults to a written action signed by all directors. If the articles provide, an action not requiring shareholder approval may instead use signed writings or authenticated electronic consent from the number that would approve if every director attended. The action is effective when the required number consents unless it states another time.

When fewer than all directors act, every director must immediately receive the text and effective date. Missing that notice does not invalidate the action, and a nonconsenting director has no liability for it.

Committee members need not be directors

North Dakota Century Code § 10-19.1-48 lets a majority of directors currently holding office establish a committee with authority only to the extent of the resolution. Unless governing documents say otherwise, a committee has one or more individuals who need not be directors. The meeting, absent-director-vote, and quorum rules apply, and subcommittees are allowed by default.

The section contains no general list of nondelegable matters. The establishing resolution, articles, bylaws, and each transaction-specific statute therefore must be checked. Committee minutes, if any, must be available on request to committee members and every director.

Board proceedings have a three-year record rule

North Dakota Century Code § 10-19.1-84 requires the corporation to keep records of all board proceedings for the last three years. Minute books and other records may use electronic networks or databases if convertible into writing, visually legible, and organized by related subject matter for convenient normal use.

What trips people up

Majority present is not always enough

Section 10-19.1-46 adds a second vote floor: approval must also equal at least a majority of the minimum number that would constitute quorum. On a board with a small governing-document quorum, calculate both tests rather than stopping at a majority of those who remain in the room.

Common questions

Can North Dakota written board action be nonunanimous?

Only if the articles authorize it and the action does not require shareholder approval. The required count is the number that would approve at a meeting with all directors present, followed by immediate notice to every nonconsenting director.

Does valid board procedure approve every underlying transaction?

No. A merger, charter amendment, distribution, share issuance, conflict transaction, financing, asset sale, or dissolution may carry separate statutory, contractual, shareholder, filing, or fiduciary requirements.

Statutes and sources

• North Dakota Century Code §§ 10-19.1-31 to -33 — bylaws, board authority, shareholder substitution, and board size; official current chapter PDF (accessed August 16, 2026).
• North Dakota Century Code §§ 10-19.1-43 to -48 — calls, notice, remote meetings, absent-director votes, quorum, voting, written action, and committees; official current chapter PDF (accessed August 16, 2026).
• North Dakota Century Code § 10-19.1-84 — board proceedings and electronic records; official current chapter PDF (accessed August 16, 2026).