Nonprofit Corporation Articles Amendment Approval and Filing in North Dakota

At a glance

Requirements one by one

Adoption and voting members

Section 10-33-14 lets the corporation add or modify permitted article provisions or omit provisions not required. For an ordinary change, § 10-33-15(2) requires affirmative votes from a majority of all directors and voting members. Members may initiate a proposal and, if no regular board meeting will occur within fifty days, demand a special board meeting within that period. The member vote under § 10-33-72(1) is the greater of a majority of voting members present and entitled to vote or a majority of the voting power of the minimum number needed for a quorum. Section 10-33-76 sets the default quorum at ten percent of members entitled to vote. Articles or bylaws may demand a greater vote or class approval (§ 10-33-15(4)–(5)).

Board-only and incorporator routes

Section 10-33-15(1) allows a majority of directors to amend if there are no voting members or if voting members delegated amendment power; it also allows a majority-incorporator written action when no original or elected directors and no voting members exist. Under § 10-33-15(3), voting members may authorize the board to make later amendments without another member vote, and may prospectively revoke that authority at a meeting called for the purpose. A board acting under delegation still needs a majority of all directors, or a greater vote required by the documents or authorizing resolution. Section 10-33-43 permits unanimous director written action and a narrower less-than-unanimous route only if the articles authorize it and no voting-member approval is needed.

Notice and member action without a meeting

If directors initiate the amendment, § 10-33-15(2) requires member-meeting notice containing the substance of the change. Section 10-33-68 sets ordinary notice at five to fifty days, subject to a shorter minimum in the articles or bylaws. Under § 10-33-73, every voting member may sign written or authenticated electronic action; less-than-unanimous written action needs express article authorization and at least a majority of all voting power, plus prompt notice to nonconsenters. Section 10-33-74 permits a ballot delivered to every voting member unless articles or bylaws limit it, with meeting-equivalent quorum and approval. Proxies are available only if articles or bylaws permit them (§ 10-33-77).

Filed articles, fee and effect

Section 10-33-16 requires articles stating the name, amendment, adoption date, and due-adoption statement. A full restatement also states that it supersedes the original articles and prior amendments. Under § 10-33-18, the original goes to the Secretary of State; § 10-33-01(34) defines a signed filed record through a person authorized by the chapter, documents, or a valid board or member resolution. Section 10-33-140 charges $20 for an amendment or $30 for restated articles. Section 10-33-19 makes the articles effective on acceptance or another time stated within thirty days afterward. An effective full restatement supersedes the original articles and prior amendments (§ 10-33-17(3)).

What trips people up

The member vote in § 10-33-72 is measured against both members present and the minimum quorum voting power; the larger result governs. The board's § 10-33-42 ordinary meeting majority does not replace § 10-33-15's amendment-specific majority of all directors. Board delegation under § 10-33-15(3) can be revoked for future amendments, so check the current delegation before filing.

Common questions

Can members propose an amendment themselves?

Yes. Section 10-33-15(2) lets voting members propose and approve one, then demand a special board meeting within fifty days if a regular meeting would not occur in that period.

Can a ballot replace a member meeting?

Usually, if the articles or bylaws do not limit ballots. Section 10-33-74 requires delivery to every voting member and meeting-equivalent participation and approvals.

Statutes and sources

• N.D.C.C. § 10-33-01(34): “34. "Signed" means: a. That the signature of a person, which may be a facsimile affixed, engraved, printed, placed, stamped with indelible ink, transmitted by facsimile telecommunication or electronically, or in any other manner reproduced on the record with the present intention to authenticate that record; and b. With respect to a record required by this chapter to be filed with the secretary of state, that: (1) The record is signed by a person authorized to do so by this chapter, the articles, or bylaws, a resolution approved by the directors as required by section 10-33-42, or the members with voting rights, if any, as required by section 10-33-72; and (2) The signature and the record are communicated by a method or medium of communication acceptable by the secretary of state.” Official source (accessed 2026-10-02).
• N.D.C.C. § 10-33-14: “Amendment of articles. The articles of a corporation may be amended at any time to include or modify any provision that is required or permitted to appear in the articles or to omit any provision not required to be included in the articles, except that when articles are amended to restate them, the name and address of each incorporator and each initial director may be omitted. If only a change of address of the principal executive office is required, an amendment need not be filed; however, the change of address of the principal executive office must then be reported on the annual report filed after the change or be submitted in writing to the secretary of state without a filing fee. Unless otherwise provided in this chapter, the articles may be amended or modified only in accordance with section 10-33-15.” Official source (accessed 2026-10-02).
• N.D.C.C. § 10-33-15: “Procedure for amendment of articles. 1. A majority of incorporators may amend the articles by written action if no directors are named in the original articles, if no directors have been elected, and if there are no members with voting rights. A majority of directors may amend the articles if there are no members with voting rights, if members with voting rights have authorized the board to amend the articles under subsection 3, or if the amendment merely restates the existing articles, as amended. Notice of the meeting and of the proposed amendment must be given to the board. An amendment restating the existing articles may, but need not, be submitted to and approved by the members with voting rights as provided in subsection 2. 2. Amendments to the articles must be approved by the affirmative vote of a majority of all directors and by the members with voting rights. If an amendment is initiated by the directors, proper notice of the proposed amendment must precede a meeting of the members with voting rights at which the amendment will be considered and must include the substance of the proposed amendment. If an amendment is proposed and approved by the members with voting rights, those members may demand a special board meeting within fifty days for consideration of the proposed amendment if a regular board meeting would not occur within fifty days. 3. a. The members with voting rights may authorize the board of directors, subject to subdivision c, to exercise from time to time the power of amendment of the articles without approval of the members with voting rights. b. When the members with voting rights have authorized the board of directors to amend the articles, the board of directors, by the affirmative vote of a majority of all directors, unless the articles, bylaws, or the members' resolution authorizing the board action requires a greater vote, may amend the articles at a meeting of the board. Notice of the meeting and of the proposed amendment must be given to the board. c. The members with voting rights may prospectively revoke the authority of the board to exercise the power of the members to amend the articles at a meeting called for that purpose. 4. Articles or bylaws may require greater than majority approval by the board or approval by greater than a majority of a quorum of the voting members for an action under this section and may limit or prohibit the use of mail ballots by voting members. 5. The articles or bylaws may provide that an amendment also must be approved by the members of a class.” Official source (accessed 2026-10-02).
• N.D.C.C. § 10-33-16: “Articles of amendment. When an amendment has been adopted, articles of amendment must be prepared that contain: 1. The name of the corporation. 2. The amendment adopted. 3. The date of the adoption of the amendment pursuant to this chapter. 4. If the amendment restates the articles in their entirety, a statement that the restated articles supersede the original articles and all amendments to them. 5. A statement that the amendment has been adopted pursuant to this chapter.” Official source (accessed 2026-10-02).
• N.D.C.C. § 10-33-17: “Effect of amendment. 1. An amendment does not affect an existing cause of action in favor of or against the corporation, nor a pending suit to which the corporation is a party, nor the existing rights of persons other than members. 2. If the corporate name is changed by the amendment, a suit brought by or against the corporation under its former name does not abate for that reason. 3. When effective under section 10-33-19, an amendment restating the articles in their entirety supersedes the original articles and all amendments to the original articles. 4. Assets held by a corporation, including income or fees from services, are restricted to the uses and purposes for which the property was received or held.” Official source (accessed 2026-10-02).
• N.D.C.C. § 10-33-18: “Filing articles of amendment. An original of the articles of amendment must be filed with the secretary of state. If the secretary of state finds that the articles of amendment conform to the filing requirements of this chapter and that all fees have been paid as provided in section 10-33-140, then the articles of amendment must be recorded in the office of the secretary of state. A corporation that amends the corporate name and which is the owner of a service mark, trademark, or trade name, is a general partner named in a fictitious name certificate, is a general partner in a limited partnership or a limited liability limited partnership, or is a managing partner of a limited liability partnership that is on file with the secretary of state must change or amend the corporation's name in each registration when the corporation files an amendment.” Official source (accessed 2026-10-02).
• N.D.C.C. § 10-33-19: “Effective date of articles of amendment. The articles of amendment are effective upon acceptance by the secretary of state or at another time within thirty days after acceptance if the articles of amendment so provide.” Official source (accessed 2026-10-02).
• N.D.C.C. § 10-33-42: “Act of the board. The board shall take action by the affirmative vote of a majority of directors with voting rights present and entitled to vote at a duly held meeting, unless this chapter or the articles or bylaws require the affirmative vote of a larger proportion or number.” Official source (accessed 2026-10-02).
• N.D.C.C. § 10-33-43: “Action without meeting by directors. 1. An action required or permitted to be taken at a board meeting may be taken by written action signed, or consented to by authenticated electronic communication, by all of the directors. If the articles so provide, any action, other than an action requiring approval of members with voting rights, may be taken by written action signed, or consented to by authenticated electronic communication, by the number of directors that would be required to take the same action at a meeting of the board at which all directors were present. 2. The written action is effective when signed, or consented to by authenticated electronic communication, by the required number of directors, unless a different effective time is provided in the written action. 3. When written action is permitted to be taken by less than all directors, all directors must be notified immediately of its text and effective date. Failure to provide the notice does not invalidate the written action. A director who does not sign or consent to the written action has no liability for the action or actions taken thereby.” Official source (accessed 2026-10-02).
• N.D.C.C. § 10-33-68: “Notice of member meetings. 1. Except as otherwise provided in this chapter, notice of meetings of members must be given to every voting member as of the record date determined under section 10-33-69 unless: a. The meeting is an adjourned meeting and the date, time, and place of the meeting were announced at the time of adjournment, notice is not required unless a new record date for the adjourned meeting is or must be fixed under section 10-33-69; or b. Two consecutive annual meeting notices and notices of any special meetings held during the period between the two annual meetings have been mailed to the member by first-class mail and returned undeliverable. 2. An action or meeting that is taken or held without notice under subdivision b of subsection 1 has the same force and effect as if notice was given. If the member delivers a written notice of the member's current address to the corporation, the notice requirement is reinstated. 3. If notice of an adjourned meeting is required under subdivision a of subsection 1, the date for determination of members entitled to notice and entitled to vote at the adjourned meeting must comply with subsection 1 of section 10-33-69, except that if the date of the meeting is set by court order, the court may provide the original date of determination will continue in effect or fix a new date. 4. The notice: a. In all cases when a specific minimum notice period has not been fixed by law, must be given at least five days before the date of the meeting, or a shorter time provided in the articles or bylaws, and not more than fifty days before the date of the meeting; b. Must contain the date, time, and place of the meeting; c. Must inform members if proxies are permitted at the meeting and, if so, state the procedure for appointing proxies; d. Must contain a statement of the purpose of the meeting, in the case of a special meeting; e. Must contain any other information required by the articles or bylaws, this chapter, or considered necessary or desirable by the board; and f. May contain any other information considered necessary or desirable by the person calling the meeting. 5. A member may waive notice of a meeting of members. a. A waiver of notice by a member entitled to notice is effective: (1) Whether given before, at, or after the meeting; and (2) Whether given in writing, orally, or by attendance. b. Attendance by a member at a meeting is a waiver of notice of that meeting, unless the member: (1) Objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened; or (2) Objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of the item at that meeting.” Official source (accessed 2026-10-02).
• N.D.C.C. § 10-33-72: “Act of the members. 1. Unless this chapter or the articles or bylaws require a greater vote or voting by class and except for the election of directors which is governed by section 10-32.1-45, the members shall take action by the affirmative vote of the greater of: a. A majority of the members with voting rights present and entitled to vote on that item of business; or b. A majority of the voting power of the minimum number of members with voting rights that would constitute a quorum for the transaction of business at the meeting. If the articles or bylaws require a larger proportion or number than is required by this chapter for a particular action, then the articles or bylaws control. 2. Unless otherwise provided in the articles or bylaws, members may take action at a meeting: a. By voice or ballot. b. By action without a meeting pursuant to section 10-33-73. c. By ballot pursuant to section 10-33-74. d. By remote communication pursuant to section 10-33-75.” Official source (accessed 2026-10-02).
• N.D.C.C. § 10-33-73: “Member action without a meeting. An action required or permitted to be taken at a meeting of the members may be taken without a meeting by written action signed, or consented to by authenticated electronic communication, by all of the members entitled to vote on that action. 1. If the articles so provide, any action may be taken by written action signed, or consented to by authenticated electronic communication, by the members who hold voting power equal to the voting power that would be required to take the same action at a meeting of the members at which all members were present. However, in no event may written action be taken by members who hold less than a majority of the voting power of all members entitled to vote on that action. a. After the adoption of the initial articles, an amendment to the articles to permit written action to be taken by less than all members requires the approval of all members entitled to vote on the amendment. b. When written action is permitted to be taken by less than all members, all members must be notified immediately of its text and effective date no later than five days after the effective time of the action. c. Failure to provide the notice does not invalidate the written action. d. A member who does not sign or consent to the written action has no liability for the action or actions taken by the written action. 2. The written action is effective when signed by the required members, unless a different effective time is provided in the written action. 3. When this chapter requires or permits a certificate concerning an action to be filed with the secretary of state, the certificate must indicate if the action was taken under this section.” Official source (accessed 2026-10-02).
• N.D.C.C. § 10-33-74: “Member action by ballot. 1. Except as provided in subsection 5 and unless prohibited or limited by the articles or bylaws, an action that may be taken at a regular or special meeting of members may be taken without a meeting if the corporation mails or delivers a ballot to every member entitled to vote on the matter. 2. A ballot must set forth each proposed action and provide an opportunity to vote for or against each proposed action. 3. Approval by ballot under this section is valid only if: a. The number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action; and b. The number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. 4. Solicitations for votes by ballot must: a. Indicate the number of responses needed to meet the quorum requirements; b. State the percentage of approvals necessary to approve each matter other than election of directors; and c. Specify the time by which a ballot must be received by the corporation in order to be counted. 5. Except as otherwise provided in the articles or bylaws, a ballot may not be revoked. 6. With respect to a ballot by electronic communication: a. A corporation may deliver a ballot by electronic communication only if the corporation complies with subsection 4 of section 10-33-68 as if the ballot were a notice. b. Consent by a member to receive notice by electronic communication in a certain manner constitutes consent to receive a ballot by electronic communication in the same manner.” Official source (accessed 2026-10-02).
• N.D.C.C. § 10-33-76: “Quorum of members. 1. Unless otherwise provided by the articles or bylaws, a quorum for a meeting of members is ten percent of the members entitled to vote at the meeting. 2. Except as provided in subdivision b, a quorum is necessary for the transaction of business at a meeting of members. a. If a quorum is not present, a meeting may be adjourned from time to time for that reason. b. If a quorum has been present at a meeting and members have withdrawn from the meeting so that less than a quorum remains, the members still present may continue to transact business until adjournment.” Official source (accessed 2026-10-02).
• N.D.C.C. § 10-33-77: “Proxies. 1. If the articles or bylaws permit proxy voting, a member may cast or authorize the casting of a vote by: a. Filing a nonelectronic written appointment of a proxy signed by the member, with an officer of a corporation at or before the meeting at which the appointment is to be effective; or b. Telephonic transmission or authenticated electronic communication whether or not accompanied by written instructions of the member, of an appointment of a proxy with the corporation or the corporation's duly authorized agent at or before the meeting at which the appointment is to be effective. 2. An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for eleven months unless a different period is expressly provided in the appointment. However, a proxy is not valid for more than three years from its date of execution. 3. An appointment of a proxy is revocable by the member. Appointment of a proxy is revoked by the person appointing the proxy by attending a meeting and voting in person, or signing and delivering to the officer or agent authorized to tabulate proxy votes either a writing stating that the appointment of the proxy is revoked, or a later appointment. Revocation in either manner revokes all prior proxy appointments and is effective when filed with an officer of the corporation. 4. The death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the authority of the proxy unless notice of the death or incapacity is received by an officer authorized to tabulate votes before the proxy exercises authority under the appointment. 5. Subject to section 10-33-78 and an express limitation on the authority of the proxy appearing on the face of the appointment form, a corporation is entitled to accept the vote or other action of the proxy as that of the member making the appointment. 6. The vote of a proxy is final, binding, and not subject to challenge, but the proxy is liable to the member for damages resulting from a failure to exercise the proxy or from an exercise of the proxy in violation of the authority granted in the appointment. 7. Unless the appointment specifically provides otherwise, if two or more persons are appointed as proxies for a member, any one of them may vote on each item of business in accordance with specific instructions contained in the appointment, but if no specific instructions are contained in the appointment with respect to voting on a particular item of business, a majority of the proxies have the authority conferred by the instrument. If the proxies are equally divided, they share the vote equally.” Official source (accessed 2026-10-02).
• N.D.C.C. § 10-33-140: “Secretary of state - Fees and charges. 1. The secretary of state shall charge and collect for: a. Filing articles of incorporation and issuing a certificate of incorporation, forty dollars. b. Filing articles of amendment, twenty dollars.” Official source (accessed 2026-10-02).