Nonprofit Corporation Bylaw Adoption and Amendment Requirements in North Dakota

At a glance

Requirements one by one

Optional bylaws and initial organization

Section 10-33-26(1) expressly says a corporation may, but need not, have bylaws. If it uses them, they may regulate management and affairs consistently with law and the articles. Unless the articles reserve initial adoption to voting members, § 10-33-26(2) permits adoption by a majority of incorporators or the first board.

Under § 10-33-25, after the certificate issues, incorporators or named first directors complete organization within a reasonable time by meeting or written action. If they meet, a majority calls the meeting and gives the others at least three days' notice stating date, time, and place.

Board and member amendment power

Section 10-33-26(2) ordinarily vests later adoption, amendment, and repeal in the board unless the articles reserve that power to voting members. The board power remains subject to voting members' subsection (3) power. Section 10-33-42 makes a majority of voting directors present at a duly held meeting the default board vote, unless law or the documents require more.

In the absence of a document method, § 10-33-26(3)(a) makes amendments about member quorum, director removal or vacancies, director number/classification/qualifications/terms, adding or removing members, and the vote required for member action subject to voting-member approval. Subsection (3)(b) also permits the board to increase the number of directors with member approval. Under subsection (4), the smaller of 50 voting members or 10% of voting members may propose a member resolution to adopt, amend, or repeal a board bylaw; it must contain the proposed provisions.

At a member meeting, § 10-33-76 ordinarily sets quorum at 10% of members entitled to vote. Under § 10-33-72, ordinary member action requires the greater of a majority of voting members present and entitled to vote, or a majority of the voting power of the minimum quorum, unless law or the documents require more or a class vote.

Notice and records

Section 10-33-39(3) generally requires 10 days' notice of a board meeting unless the documents set another period; the organization meeting follows § 10-33-25's shorter rule. Section 10-33-68(4) generally calls for member-meeting notice five to 50 days in advance when no specific minimum applies, with a shorter time permitted by the articles or bylaws.

Section 10-33-80(1) requires correct, complete copies of bylaws at the principal executive office. Subsection (2) permits a member or director, or their agent or attorney, to inspect for a proper purpose at a reasonable time. A proper purpose relates reasonably to the person's interest as member or director.

What trips people up

The listed § 10-33-26(3) matters are protected from a board-only amendment when the articles or bylaws do not provide a method. Read the documents before applying the statutory member-approval default.

Section 10-33-73 makes unanimous member written action the ordinary route without a meeting. The articles may permit less-than-unanimous written action, but never by members holding less than a majority of all voting power; that permission has additional approval and notice rules.

Common questions

Must the nonprofit have bylaws? No. Section 10-33-26(1) expressly makes them optional.

Can directors create emergency bylaws under a separate chapter rule? Section 10-33-26 states the ordinary bylaw actors and amendment rules; it does not establish a separate emergency-bylaw procedure.

Statutes and sources

• N.D. Cent. Code § 10-33-25, accessed September 30, 2026.
• N.D. Cent. Code § 10-33-26, accessed September 30, 2026.
• N.D. Cent. Code § 10-33-39, accessed September 30, 2026.
• N.D. Cent. Code § 10-33-42, accessed September 30, 2026.
• N.D. Cent. Code § 10-33-68, accessed September 30, 2026.
• N.D. Cent. Code § 10-33-72, accessed September 30, 2026.
• N.D. Cent. Code § 10-33-73, accessed September 30, 2026.
• N.D. Cent. Code § 10-33-76, accessed September 30, 2026.
• N.D. Cent. Code § 10-33-80, accessed September 30, 2026.