Nonprofit Corporation Board Action Without a Meeting in North Dakota
At a glance
| Governing law and documents | N.D. Cent. Code § 10-33-43; articles alone may permit lower signer threshold for eligible action |
|---|---|
| Covered actions and limits | Action required/permitted at board meeting; less-than-unanimous route excludes action requiring voting-member approval (§ 10-33-43(1)) |
| Required consent threshold | Default all directors; if articles allow, meeting-equivalent number with all directors present, except member-approval action (§ 10-33-43(1)) |
| Notice and objection | After action by fewer than all, notify all directors immediately of text/effective date; omission does not invalidate action (§ 10-33-43(3)) |
| Committee action | § 10-33-44(3) applies §§ 10-33-39–43 to committees/members; committees operate within board resolution's authority |
| Form, signature, and electronic method | Written action signed or consented to by authenticated electronic communication (§ 10-33-43(1)–(2)) |
| Delivery and records | § 10-33-43 gives no particular delivery recipient or minutes-filing step; nonunanimous action requires immediate director notice |
| Effective time and revocation | Effective when required number signs/electronically consents unless writing provides different time (§ 10-33-43(2)) |
| Legal effect and exceptions | Written action takes board action without meeting; nonconsenting director has no liability for it (§ 10-33-43(3)) |
Requirements one by one
Signer threshold and effect
Under § 10-33-43(1), the default is all directors signing a written action or consenting by authenticated electronic communication. The articles may allow action by the number of directors needed to approve it at a meeting with everyone present, but only for matters not requiring approval of members with voting rights. Under subsection (2), the action is effective when the required number has signed or electronically consented, unless the writing sets a different effective time.
What trips people up
When fewer than all directors may take written action, § 10-33-43(3) requires immediate notice to all directors of the action's text and effective date. Missing the notice does not invalidate the action, and a nonsigning or nonconsenting director has no liability for it under that subsection. The statute states no separate minutes-filing or delivery-recipient condition for the board's written action.
Section 10-33-44(3) extends §§ 10-33-39–43 to committees and their members. Under subsection (1), a committee's authority follows the board resolution, and ordinary committees remain subject to board direction and control. Subsection (2) even permits committee members who are not directors unless the documents choose a different membership rule; their committee role does not change the board's director signer count.
Common questions
Can bylaws alone authorize action by fewer than all directors?
Section 10-33-43(1) assigns that permission to the articles. It uses the meeting vote needed with all directors present, and excludes actions requiring voting-member approval.
Does a director who does not sign become liable for the action?
Section 10-33-43(3) says a director who neither signs nor consents has no liability for the action or actions taken by it.
Statutes and sources
- N.D. Cent. Code § 10-33-43 — written action, thresholds, effective time, and notice; accessed October 1, 2026.
- N.D. Cent. Code § 10-33-44(1)–(3) — committee authority, membership, and consent application; accessed October 1, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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