LLC Member Meetings, Voting, Proxies, and Written-Consent Requirements in North Dakota

At a glance

Requirements one by one

The operating agreement selects the management form and procedure

N.D.C.C. § 10-32.1-01 names chapter 10-32.1 the North Dakota Uniform Limited Liability Company Act. Under N.D.C.C. § 10-32.1-13(1)-(3), the operating agreement governs member, manager, and governor relations, company activities, and its own amendment method.

Chapter 10-32.1 fills gaps, while § 10-32.1-13 preserves mandatory duty, information, dissolution, winding-up, member-action, and outsider-rights boundaries.

N.D.C.C. § 10-32.1-15(3)-(4) prevents a prohibited agreement term from gaining effect through a filed record. For other conflicts, the agreement controls among insiders, but an outsider may rely on the effective filing. Section 10-32.1-39(1) defaults an LLC to member management unless the agreement uses manager-managed, board-managed, or similar language.

Creation date changes the member vote measure

Under § 10-32.1-39(1)-(3), the older member-managed branch gives every member equal management rights and lets a majority of members decide an ordinary-course difference. For an LLC created after July 31, 2017, each member's default voting power instead follows that member's interest in pre-dissolution distributions, and a majority of the transferable-interest voting power decides an ordinary-course difference. The articles or operating agreement may vary that newer weighting rule.

A transferred economic interest does not automatically carry a member vote. Under § 10-32.1-44(1), (7), the transferee does not gain management rights merely from the transfer, while the transferor generally keeps member rights other than the transferred distribution interest.

Outside-course and manager-managed thresholds differ

Both member-managed creation-date branches require all members for an outside-course act and an agreement amendment. The older branch expressly excepts a qualifying lien or security interest and a transfer to an organization wholly owned through the company.

In a manager-managed LLC, managers decide ordinary company matters, with equal manager rights and a manager-headcount majority for ordinary-course differences. All members must approve the listed disposition, merger, conversion, domestication, outside-course, and agreement-amendment categories. Substantive transaction law remains a separate inquiry.

Any member may demand a meeting on record notice

Under § 10-32.1-39(5), any member may demand a meeting for action requiring member consent. Each member must receive at least 20 days' notice in a record stating the meeting date and time. The meeting is held at the in-state principal executive office, or at the registered office if the principal executive office is outside North Dakota.

The Act states no general purpose-content, adjournment, or record-date rule for that meeting. In the board-managed branch, § 10-32.1-39(4)(c)-(d), (l)-(n), (r) adds a majority-voting-power quorum for member meetings and a special oral, record, or attendance waiver for a meeting electing governors. Those special rules should not be generalized to every management form.

Governor remote meetings do not create member remote presence

N.D.C.C. § 10-32.1-02(44), (47), (49), (55)-(57) defines remote communication as substantially simultaneous communication by electronic communication, conference telephone, videoconference, internet, or another means. Section 10-32.1-39(4)(l)-(m) expressly permits remote participation and presence for governor-board meetings.

The Act does not apply that authorization to member meetings. Member remote participation, presence, identification, and retained-ballot procedure must therefore come from the operating agreement or other applicable law.

A signed record appoints the proxy or agent

Section 10-32.1-39(5) lets a member appoint a proxy or other agent to consent or otherwise act by signing an appointing record personally or through the member's agent. Under § 10-32.1-03, an electronic record satisfies a writing requirement and an electronic signature satisfies a signature requirement.

The Act states no general proxy delivery recipient, duration, revocation, death or incapacity effect, or irrevocability formula.

Written consent uses the meeting voting-power threshold

An Act-required member-consent action may be taken without a meeting under § 10-32.1-39(5). Written consent must come from members holding the voting power needed at a duly called meeting where all members were present. Section 10-32.1-03 permits electronic records and signatures.

Section 10-32.1-02 defines “written action” to include separate signed counterparts that together constitute one action, while § 10-32.1-39(5) calls the member route “written consent.” The Act states no general collection period, future-time or event, or pre-effectiveness-revocation procedure for member consent.

Material information can be due before consent

Under § 10-32.1-42(1)-(2), member- and board-managed LLCs owe members specified material company information, and manager-managed LLCs have an express additional rule: before a member gives or withholds consent, the company must provide all known information material to that decision without a demand.

The surveyed provisions state no general post-action notice to nonconsenting or nonvoting members and no general retention period for member votes, proxy appointments, or consents. Inspection disputes, validity, duties, remedies, and the underlying transaction approval remain separate.

What trips people up

• Creation date changes the denominator. The post-July-2017 branch uses distribution-interest voting power; the older branch counts members.
• The 20-day meeting route has a fixed place. An out-of-state principal executive office shifts the noticed meeting to the North Dakota registered office unless valid governing terms supply another route.
• Board rules are not member rules. Express remote presence belongs to governor-board meetings, and the special waiver concerns governor elections.
• Written consent and proxy appointment have different functions. The consent approves company action; the signed appointing record gives another person authority to act for a member.

Common questions

Does a North Dakota LLC count members or ownership interests?

It depends on creation date and governing documents. The older statutory branch counts members; a member-managed LLC created after July 31, 2017 defaults to voting power based on pre-dissolution distribution interests.

Who may demand a member meeting?

Any member. The statute requires at least 20 days' notice in a record to every member and fixes the default meeting location.

May members consent electronically without a meeting?

Yes. The statute permits sufficient written consent without a meeting, and its electronic-record rule lets an electronic record and signature satisfy writing and signature requirements.

Must members who did not consent receive notice afterward?

The surveyed provisions state no general post-action notice rule. Check the operating agreement and the statute governing the particular transaction.

Statutes and sources

• N.D.C.C. §§ 10-32.1-02 to 10-32.1-03 — record, remote communication, signature, vote, written-action, counterpart, and electronic-form rules. Official North Dakota Century Code chapter 10-32.1 (accessed August 30, 2026).
• N.D.C.C. §§ 10-32.1-13 to 10-32.1-15 — agreement scope, mandatory boundaries, and priority against effective filed records. Official North Dakota Century Code chapter 10-32.1 (accessed August 30, 2026).
• N.D.C.C. § 10-32.1-39 — management form, creation-date voting branches, thresholds, meeting notice/location, board-managed quorum and waiver, governor remote participation, written member consent, and proxy or agent appointment. Official North Dakota Century Code chapter 10-32.1 (accessed August 30, 2026).
• N.D.C.C. § 10-32.1-42 — member information rights, including the manager-managed pre-consent rule. Official North Dakota Century Code chapter 10-32.1 (accessed August 30, 2026).
• N.D.C.C. § 10-32.1-44 — transfer without automatic management rights. Official North Dakota Century Code chapter 10-32.1 (accessed August 30, 2026).