Corporate Bylaws Adoption and Amendment Requirements in North Dakota

At a glance

Requirements one by one

North Dakota Century Code Chapter 10-19.1 governs the ordinary domestic business corporation addressed here.

Bylaws are optional, but organization has a reasonable-time clock

N.D.C.C. § 10-19.1-31 expressly says a corporation may, but need not, have bylaws. If the corporation uses them, they may regulate management and affairs consistently with § 10-19.1-32, other law, and the articles.

Under N.D.C.C. § 10-19.1-30, the incorporators or named initial directors must hold an organization meeting or take written action within a reasonable time after the certificate of incorporation issues. Organization may include adopting bylaws but does not turn the optional-bylaw rule into a universal duty. A meeting requires at least three days' notice stating date, time, and place.

For board written action, N.D.C.C. § 10-19.1-47 defaults to every director's signature. If the articles authorize it, the meeting-equivalent number of directors may sign or consent electronically for an action that does not require shareholder approval, followed by immediate notice to all directors.

The board holds default power, subject to a shareholder route

Unless the articles reserve power to voting shareholders, N.D.C.C. § 10-19.1-31(2) lets a majority of the incorporators or the first board adopt initial bylaws and vests later adoption, amendment, and repeal power in the board.

Shareholders retain a statutory route over board-made bylaws. Unless the articles or bylaws provide otherwise, holders of at least five percent of the voting power may propose a resolution to adopt, amend, or repeal a bylaw the board adopted, amended, or repealed. The proposal must state the exact terms, and the statute imports the articles-amendment proposal and voting procedure.

Some governance provisions remain articles-only

N.D.C.C. §§ 10-19.1-10(4) and 10-19.1-31 allow bylaws to address director number, qualifications, election, classification, meetings, committees, officers, shareholder rights, reports, and quorum. But the statute keeps the first board, a greater-than-majority director or shareholder vote, voting rights for nonshareholders outside the ordinary articles route, and a director- liability limit out of the bylaws.

N.D.C.C. § 10-19.1-45 permits the bylaws to set a larger or smaller board quorum than a majority of directors currently in office and states no minimum floor. It does not create an actor-of-origin or same-or-greater amendment lock; the board-first and shareholder-proposal rules in § 10-19.1-31 continue to govern.

Private corporations provide current bylaws within ten days

N.D.C.C. § 10-19.1-84 requires current bylaws and amendments at the principal executive office or another board-selected U.S. location. If that location is outside North Dakota, the corporation must make the records available at its registered office or an in-state principal executive office within ten days after an officer receives a qualifying demand.

A shareholder or voting-trust-certificate holder of a corporation that is not publicly held has an absolute right on written demand to inspect and copy the current bylaws at a reasonable time, with production within ten days. Publicly held corporations instead use an acknowledged or verified, particularized proper-purpose demand.

The surveyed chapter states no general signature, certification, acknowledgment, notarization, or Secretary of State filing requirement for ordinary bylaws.

A shareholder-control agreement is a separate signed record

N.D.C.C. § 10-19.1-83 validates a written agreement governing any phase of the business, liquidation, dissolution, or shareholder relations if every current shareholder and subscriber signs when it first takes effect. The agreement may itself authorize nonunanimous amendment and may shift corporate authority and the corresponding liability.

The signed original is filed with the corporation, not the Secretary of State, and its existence and copy location must be noted on certificates and in the information for uncertificated shares. The section states no fixed duration or public-company cutoff. These are agreement requirements, not execution or filing formalities for ordinary bylaws.

What trips people up

North Dakota does not use the common shared-power default. The board holds bylaw power unless the articles reserve it, while shareholders ordinarily use the five-percent proposal route to reverse board-made bylaws.

A bylaw may change the board quorum without a stated statutory floor, but a greater-than-majority director or shareholder vote is reserved to the articles.

The ten-day absolute inspection route applies to a corporation that is not publicly held. Publicly held corporations face the separate verified proper- purpose requirements in § 10-19.1-84(6).

Common questions

Must a North Dakota corporation adopt bylaws?

No. N.D.C.C. § 10-19.1-31(1) says a corporation may, but need not, have them.

Who adopts the initial bylaws if the articles are silent?

A majority of the incorporators or the first board under § 10-19.1-31(2).

Can shareholders change a board bylaw?

Yes. Unless the governing documents alter the route, holders of at least five percent of voting power may propose the resolution described in § 10-19.1-31(3).

Does a private-corporation shareholder need a proper purpose to inspect current bylaws?

No. Section 10-19.1-84(4) makes access absolute on written demand and requires availability within ten days.

Statutes and sources

• N.D.C.C. §§ 10-19.1-10(4) and 10-19.1-30 to -31 — articles-only terms, reasonable-time organization, optional bylaws, actor authority, and the shareholder proposal route. Official current chapter PDF, accessed August 21, 2026.
• N.D.C.C. §§ 10-19.1-45 and -47 — variable board quorum and written board action. Official current chapter PDF, accessed August 21, 2026.
• N.D.C.C. §§ 10-19.1-83 to -84 — shareholder-control agreements, bylaw retention, and private-versus-public inspection routes. Official current chapter PDF, accessed August 21, 2026.