Nonprofit Corporation Board Meeting, Notice, Quorum, and Director Proxy Rules in North Dakota

At a glance

Requirements one by one

Calling and giving notice

§ 10-33-39(3) lets a director call a board meeting by giving every director at least ten days' notice of its date, time, and place, unless the articles or bylaws set another period. Notice must include the substance of a proposed amendment to the articles; otherwise the purpose may be omitted unless the documents require it. Subsection (4) removes a new-notice requirement when the date, time, and place were fixed in the articles or bylaws or announced at a previous meeting. An adjourned meeting needs only the announcement at adjournment.

Remote meetings

Section 10-33-39(2) permits a fully remote meeting through a medium in which all directors may participate, if notice is given and enough join for a quorum. It also permits conference telephone participation at a physical meeting, or another remote method if the board authorizes it, provided all participants can participate with one another. The statute treats remote participation as presence in person. § 10-33-39(1) ordinarily calls for at least one board meeting each year and places a meeting at the principal executive office when no place or selection method is provided.

Quorum and vote

Under § 10-33-41, quorum ordinarily is a majority of directors currently holding office, although articles or bylaws can specify a larger or smaller proportion or number. Once quorum is present when a duly called meeting convenes, later withdrawals do not prevent the remaining directors from transacting business before adjournment. Section 10-33-42 ordinarily requires the affirmative vote of a majority of directors with voting rights present and entitled to vote, subject to a larger statutory or document vote.

What trips people up

Section 10-33-40 permits a director who will be absent to state advance written consent or opposition to a proposal if the articles or bylaws authorize it. The vote counts only if the proposal acted on is substantially the same or has substantially the same effect, and it must be recorded in the minutes or other action record. It counts as a vote of a director present, but the absent director never counts toward quorum. The board provisions do not give a director a general proxy to delegate discretion to another voter.

A director may waive notice before, at, or after a meeting in writing, authenticated electronic communication, or by attendance. Section 10-33-39(5) preserves an objection to an unlawfully called meeting only when made at the beginning and followed by no further participation.

Common questions

Must an organizational meeting receive ten days' notice? No. § 10-33-39(3) gives an organizational meeting under § 10-33-25(2) a distinct three-day notice period.

Can the board vote after departures reduce attendance below the ordinary quorum? Section 10-33-41 expressly permits continued business until adjournment if a quorum was present when the duly called or held meeting convened.

Statutes and sources

• N.D. Cent. Code § 10-33-39, current official text accessed September 30, 2026.
• N.D. Cent. Code § 10-33-40, current official text accessed September 30, 2026.
• N.D. Cent. Code § 10-33-41, current official text accessed September 30, 2026.
• N.D. Cent. Code § 10-33-42, current official text accessed September 30, 2026.