Corporate Director Election and Cumulative-Voting Requirements in North Dakota

At a glance

Requirements one by one

N.D.C.C. § 10-19.1-00.1 names the North Dakota Business Corporation Act.

Regular, special, written-action, and ballot routes

N.D.C.C. §§ 10-19.1-71 and -72.1 govern regular and court-ordered meetings. Section 10-19.1-71 permits regular shareholder meetings on an annual or less frequent basis and does not require one unless the governing documents or the delayed-meeting demand rule does. At each regular meeting, shareholders elect qualified successors for indefinite-term directors and those whose terms have expired or will expire within six months.

After the earlier of six months following fiscal yearend or 15 months since the last meeting, holders of 5% voting power may use the statutory demand route. N.D.C.C. § 10-19.1-72.1 also lets qualifying holders ask district court to order the meeting.

N.D.C.C. § 10-19.1-72 permits special meetings for any purpose through its listed callers. Section 10-19.1-75 defaults shareholder action without a meeting to unanimity, while the articles may authorize the meeting-equivalent threshold, never below a majority of all voting power. Section 10-19.1-75.1 separately permits mailed or delivered ballots for an action available at a regular or special meeting unless the articles or bylaws prohibit or limit the route.

Governing documents shape candidates and electorates

N.D.C.C. §§ 10-19.1-31 and -34 let articles or bylaws prescribe director qualifications and the method of election; bylaws may also regulate mail ballots. Directors must be individuals.

Under N.D.C.C. § 10-19.1-73.2(5), one vote per share is the default unless the articles, bylaws, or share terms provide otherwise.

N.D.C.C. § 10-19.1-41(3)-(5) recognizes directors elected solely by holders of a class or series as stated in the articles or bylaws. The separate class electorate matters because only that class or series votes on that director's removal.

Plurality and cumulative voting are both defaults

N.D.C.C. § 10-19.1-39(1) elects directors by a plurality of the voting power of shares present and entitled to vote at a quorate meeting, unless the articles provide otherwise.

Subsection 2 gives each entitled shareholder cumulative voting unless the articles opt out. The shareholder must give written notice of intent to any officer before the meeting or to the presiding officer before the election at the meeting. The presiding officer then announces cumulation before the vote.

The cumulative total equals the number of directors being elected multiplied by the votes represented by the shareholder's entitled shares. The shareholder may place the total on one candidate or distribute it among any number of candidates.

Terms, classes, and holdover are unusually flexible

N.D.C.C. §§ 10-19.1-35, 10-19.1-36, and 10-19.1-38 govern terms, continued validity, and classes. Section 10-19.1-35 makes an indefinite term expire at the next regular meeting and caps an ordinary fixed term at five years. Unless the governing documents say otherwise, a director continues after term expiration until a successor is elected and qualifies.

The same section permits staggered groups whose terms need not be uniform, and N.D.C.C. § 10-19.1-38 permits director classes through the articles or bylaws. N.D.C.C. § 10-19.1-36 says term expiration, with or without a qualified successor's election, does not make earlier or later board or officer acts void or voidable.

What trips people up

The meeting does not have to be annual. Section 10-19.1-71 ties the election to the regular meeting and identifies which expiring or near-expiring seats must be filled there.

Cumulative voting is default but not automatic at the meeting. Section 10-19.1-39 requires the written intent notice before the election, followed by the presiding officer's announcement.

Common questions

How long does an ex officio director serve?

Under N.D.C.C. § 10-19.1-35(1)(a)(2), the director serves as long as the person holds the office or position designated in the articles or bylaws.

May a shareholder revoke a mailed election ballot?

Not by default. N.D.C.C. § 10-19.1-75.1(5) says a ballot may not be revoked unless the articles or bylaws provide otherwise.

Statutes and sources

• N.D.C.C. §§ 10-19.1-00.1, -31, and -34 to -39 — governing Act, qualifications, election method, terms, classes, plurality, cumulative voting, notice, allocation, holdover, and continued validity of acts. Official current Chapter 10-19.1 PDF (accessed August 24, 2026).
• N.D.C.C. §§ 10-19.1-41, -71 to -72.1, and -73.2 — class/series electorates, regular and special meetings, court relief, and votes per share. Official current chapter PDF (accessed August 24, 2026).
• N.D.C.C. §§ 10-19.1-75 to -75.1 — unanimous and articles-authorized written action, mailed or electronic ballots, and revocation. Official current chapter PDF (accessed August 24, 2026).