Nonprofit Corporation Director Election and Term Rules in North Dakota
At a glance
| Governing act and board route | North Dakota Nonprofit Corporation Act; board manages activities and affairs (§ 10-33-27(1)) |
|---|---|
| Initial directors and first selection | Articles may name, designate or appoint first board; incorporators may elect it or act until election (§§ 10-33-25(1), -27(1)(b)) |
| Who chooses successor directors | Articles/bylaws determine election method; member-elected successors chosen at annual member meeting (§§ 10-33-29, -65(4)(a)) |
| Member and class election rights | Members ordinarily vote unless articles/bylaws limit or create nonvoting class; no-member approvals shift to board; class-elected vacancies remain class-controlled (§§ 10-33-57(1), (4), -38(2)) |
| Director term and maximum | Fixed term set by articles/bylaws; one-year default and ten-year maximum except ex officio director (§ 10-33-30(1)(a)) |
| Staggered terms | Articles/bylaws may divide directors into groups with nonuniform terms (§ 10-33-30(2)) |
| Term after filling a vacancy | Replacement serves unexpired predecessor term unless articles/bylaws provide otherwise (§ 10-33-30(1)(d)) |
| Holdover after term expires | Unless articles/bylaws provide otherwise, serves until successor elected and qualified or earlier death, resignation, removal or disqualification (§ 10-33-30(1)(b)) |
Requirements one by one
First and later directors
The first board may be named in the articles, designated or appointed under them, or elected by incorporators (§ 10-33-27). If the incorporators have not chosen directors, they may act as directors until an election (§ 10-33-25). The articles or bylaws set the election method (§ 10-33-29). At an annual member meeting, successors must be elected for member-elected directors whose terms have expired or expire then (§ 10-33-65).
The corporation may have no members; absent an articles or bylaws provision for them, it has none (§ 10-33-57). The governing documents may limit member class rights or make members nonvoting. A class-elected vacant seat remains with that class's voters (§ 10-33-38).
Term length, groups and holdover
An ordinary fixed term is set in the articles or bylaws, defaults to one year if omitted, and cannot exceed ten years. An ex officio director instead serves while holding the designated office or position (§ 10-33-30). The articles or bylaws may create groups with different term lengths.
Unless those documents vary it, a vacancy replacement serves the balance of the predecessor's term. The general holdover rule continues a director until a successor is elected and qualified, subject to earlier death, resignation, removal or disqualification (§ 10-33-30).
What trips people up
The ten-year ceiling applies to fixed terms other than ex officio seats. A director's service also can extend past a fixed term while a qualified successor is pending (§ 10-33-30).
Common questions
Must every nonprofit have voting members? No. The Act permits a corporation with no members, and the articles or bylaws may create nonvoting members (§ 10-33-57).
Can an appointed director have a fixed term? Yes. Section 10-33-30 applies its fixed-term rule to directors who are elected or appointed.
Statutes and sources
The cited official North Dakota Century Code chapter was accessed October 3, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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