Nonprofit Corporation Director Removal and Vacancy Requirements in North Dakota

At a glance

Requirements one by one

Identify who selected the director

Chapter 10-33 requires a board to manage nonprofit affairs (§ 10-33-27). The board generally has at least three members, with a narrow exception for corporations having only one or two voting members (§ 10-33-28). Directors must be individuals; articles or bylaws set additional qualifications and election methods (§ 10-33-29). Director terms come from those documents, subject to a ten-year cap for non-ex-officio fixed terms; without a fixed-term provision the term is one year (§ 10-33-30).

Under § 10-33-36(2), members eligible to elect an elected director may remove that director with or without cause. If there are no voting members, the directors eligible to elect may remove. If the board filled a seat that members normally elect, it may itself remove that appointee with or without cause before members next elect directors, by a majority of the remaining directors present (§ 10-33-36(2)(a)(1)). The entire rule yields to a different removal method in the articles or bylaws (§ 10-33-36(1)). For a member action, § 10-33-72 states the general voting threshold as the greater of a majority of voting members present or a majority of the voting power of the minimum quorum, unless a greater document or class requirement applies.

An appointed director may be removed without cause by the appointing person unless documents provide otherwise. The appointer gives written notice to both the director and the presiding board officer or corporation president or secretary; removal is effective when notice is effective unless it states a later date (§ 10-33-36(3)).

Use the applicable meeting or consent route

Ordinary member-meeting notice is generally 5 to 50 days, with special-meeting purpose stated (§ 10-33-68). Board meetings generally need ten days' notice unless documents set another period (§ 10-33-39). Member action without a meeting requires all voting members' written or authenticated electronic consent unless the articles authorize a lesser total-vote threshold, never below a majority of all voting power (§ 10-33-73). A ballot is another document-dependent member route with meeting-equivalent participation and approval (§ 10-33-74). Board written action ordinarily requires all directors, though articles may allow the meeting-equivalent number for actions not needing member approval (§ 10-33-43).

Resign and fill a vacancy

A director may resign by written notice to the corporation. It becomes effective when given without acceptance, unless the notice states a later time. The board may fill a future-dated vacancy early, but the successor waits to take office until the vacancy occurs (§ 10-33-35).

Unless articles or bylaws provide otherwise, voting members or the remaining board may fill an ordinary vacancy or added seat, even when the board is below a quorum (§ 10-33-38(1)). Only voting members of the relevant class, chapter, unit, or geographic group fill a seat elected by that group; only the appointer fills an appointed seat (§ 10-33-38(2)–(3)). A replacement generally serves the unexpired term (§ 10-33-30(1)(d)).

What trips people up

The temporary board-removal power over a board-filled member seat ends after members have elected directors in the interval (§ 10-33-36(2)(a)(1)). A new director can be elected at the same meeting where another is removed (§ 10-33-36(4)).

District court removal under § 10-33-37 is separate. The corporation, the attorney general, or members meeting the statute's ten-percent voting-power threshold may petition on its listed grounds, which include fraudulent or dishonest conduct, gross abuse, a violation of the interested-director limit in § 10-33-27(2), or a final judgment under § 10-33-45. The court may bar service for a prescribed period; corporation or member filings require notice to the attorney general.

Common questions

Can the appointer be bypassed to fill an appointed seat? Section 10-33-38(3) reserves that vacancy to the person who appointed the director.

Does a director's future resignation permit immediate service by a replacement? No. Section 10-33-35(2) permits advance filling only if the successor does not take office before the stated effective date.

Statutes and sources

Current official North Dakota Code text was accessed October 2, 2026. Verbatim excerpts and the official chapter link appear in the source entries above.