Corporate Bylaws - North Dakota

BYLAWS OF [____________________], a North Dakota corporation

A for-profit corporation organized under the North Dakota Business Corporation Act, N.D.C.C. ch. 10-19.1 (the "Act").

Effective Date: [__/__/____]

TABLE OF CONTENTS

1. Article I — Offices and Registered Agent
2. Article II — Shareholders
3. Article III — Board of Directors
4. Article IV — Committees
5. Article V — Officers
6. Article VI — Shares and Transfers
7. Article VII — Indemnification and Advancement of Expenses
8. Article VIII — Distributions and Dividends
9. Article IX — Records and Reports
10. Article X — Corporate Seal, Fiscal Year, and General Provisions
11. Article XI — Amendment of Bylaws
12. Article XII — Emergency Bylaws
13. Certification / Secretary's Adoption Block
14. Sources and References

ARTICLE I — OFFICES AND REGISTERED AGENT

Section 1.1 Principal Executive Office. The principal executive office of the corporation, as stated in the Articles pursuant to N.D.C.C. § 10-19.1-10, shall be located at [____________________], or at such other place as the Board of Directors (the "Board") may from time to time determine and as may be reflected in the corporation's filings. The corporation may also have offices at such other places, within or without the State of North Dakota, as the Board may designate or the business of the corporation may require.

Section 1.2 Registered Agent and Registered Office. Pursuant to N.D.C.C. § 10-19.1-15 and ch. 10-01.1, the corporation shall continuously maintain a registered agent in North Dakota and, in the case of a noncommercial registered agent, a registered office address. The registered agent is [____________________], and (if a noncommercial registered agent) the registered office is located at [____________________]. The Board may change the registered agent or registered office from time to time by filing the appropriate statement of change with the North Dakota Secretary of State pursuant to N.D.C.C. § 10-19.1-16.

ARTICLE II — SHAREHOLDERS

Section 2.1 Regular (Annual) Meeting. Pursuant to N.D.C.C. § 10-19.1-71, regular meetings of shareholders may be held on an annual or other less frequent periodic basis, as fixed by or in the manner provided in these Bylaws. The annual regular meeting shall be held on [____________________], or on such other date and at such time as the Board may fix, for the election of directors and the transaction of other business. At a regular meeting the shareholders, voting as provided in the Act, shall elect qualified successors for directors whose terms have expired or are expiring and may transact any other business, whether or not stated in the notice of the meeting, to the extent permitted by the Act.

Section 2.2 Special Meetings. Pursuant to N.D.C.C. § 10-19.1-72, a special meeting of shareholders may be called for any purpose by the president, the treasurer, two or more directors, or one or more shareholders holding not less than ten percent (10%) of the voting power of all shares entitled to vote (except that a special meeting demanded for the purpose described in the Act relating to a business combination must be called by shareholders holding the percentage stated in the Act). Business transacted at a special meeting is limited to the purpose(s) stated in the notice of the meeting.

Section 2.3 Place of Meetings; Remote Communications. Meetings of shareholders may be held at the principal executive office or at any other place, within or without the State of North Dakota, designated by the Board, except as otherwise provided in the Articles or these Bylaws. As authorized by N.D.C.C. § 10-19.1-75.2 and § 10-19.1-73.1, the Board may determine that a meeting be held solely or partly by means of remote communication, and a shareholder participating by an authorized means of remote communication is deemed present in person at the meeting.

Section 2.4 Notice of Meetings. Pursuant to N.D.C.C. § 10-19.1-73, notice of each regular and special meeting stating the date, time, and place of the meeting and, in the case of a special meeting, the purpose(s) for which the meeting is called, shall be given to each shareholder entitled to vote at least ten (10) days (or, in the case of certain fundamental transactions, fourteen (14) days) and not more than sixty (60) days before the date of the meeting, except as the Act otherwise provides. Notice may be given by mail or by other means permitted by the Act, including authenticated electronic communication where authorized.

Section 2.5 Waiver of Notice. A shareholder may waive notice of a meeting before, at, or after the meeting, in writing, by authenticated electronic communication, or by attendance. Attendance at a meeting is a waiver of notice of that meeting, except where the shareholder objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the item may not lawfully be considered at the meeting and does not participate in the consideration of the item.

Section 2.6 Record Date. The Board may fix a date, not more than sixty (60) days before the date of a meeting, as the date for the determination of the shareholders entitled to notice of and to vote at the meeting, consistent with the Act. When a record date is fixed, only shareholders on that date are entitled to notice of and to vote at the meeting, notwithstanding any transfer of shares thereafter.

Section 2.7 Voting List. Pursuant to N.D.C.C. § 10-19.1-73.3 (and § 10-19.1-78), the corporation shall make available a list of shareholders entitled to vote, certified by the officer or agent in charge of the share records, for inspection by a shareholder as provided in the Act.

Section 2.8 Quorum. Pursuant to N.D.C.C. § 10-19.1-76, the holders of a majority of the voting power of the shares entitled to vote at a meeting are a quorum for the transaction of business, unless a larger or smaller proportion or number is provided in the Articles or these Bylaws. If a quorum is present when a meeting is convened, the shareholders present may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than the proportion or number otherwise required for a quorum.

Section 2.9 Voting. Pursuant to N.D.C.C. § 10-19.1-74, the shareholders shall take action by the affirmative vote of the holders of the greater of (a) a majority of the voting power of the shares present and entitled to vote on that item of business, or (b) a majority of the voting power of the minimum number of shares entitled to vote that would constitute a quorum for the transaction of business at the meeting, except where the Act, the Articles, or these Bylaws require a larger proportion or number. Unless otherwise provided in the Articles, each share has one (1) vote. Directors are elected as provided in N.D.C.C. § 10-19.1-39 (including cumulative voting where applicable).

Section 2.10 Proxies. Pursuant to N.D.C.C. § 10-19.1-76.2 (and § 10-19.1-80), a shareholder may cast or authorize the casting of a vote by filing a written or electronically transmitted appointment of a proxy with an officer of the corporation at or before the meeting. An appointment of a proxy is valid for the period provided in the Act unless a longer or shorter period is expressly stated in the appointment.

Section 2.11 Action Without a Meeting. Pursuant to N.D.C.C. § 10-19.1-75, an action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by written action signed, or consented to by authenticated electronic communication, by all of the shareholders entitled to vote on that action or, if the Articles so provide, by the shareholders holding the voting power that would be required to take the same action at a meeting of the shareholders at which all shareholders were present. The written action is effective when signed, or consented to by authenticated electronic communication, by the required shareholders, unless a different effective time is provided in the written action. The corporation shall give notice of less-than-unanimous written action to all shareholders entitled to vote who did not sign or consent, as required by the Act.

ARTICLE III — BOARD OF DIRECTORS

Section 3.1 General Powers. Pursuant to N.D.C.C. § 10-19.1-32, the business and affairs of the corporation shall be managed by or under the direction of the Board, except as otherwise permitted by statute (including a shareholder control agreement under N.D.C.C. § 10-19.1-83) or required by the Act.

Section 3.2 Number and Qualifications. Pursuant to N.D.C.C. § 10-19.1-33, the Board shall consist of one (1) or more directors. The number of directors is fixed at [____], or shall be fixed or changed from time to time within a range of not fewer than [____] nor more than [____] by the Articles, these Bylaws, or a resolution adopted as provided in the Act. Directors need not be residents of North Dakota or shareholders of the corporation unless the Articles or these Bylaws so require (N.D.C.C. § 10-19.1-34).

Section 3.3 Election and Term. Pursuant to N.D.C.C. § 10-19.1-34 and § 10-19.1-35, directors are elected at the regular (annual) meeting of shareholders, except as otherwise provided in the Act. Each director holds office for the term for which elected and until a successor is elected and qualifies, or until the director's earlier death, resignation, removal, or disqualification.

Section 3.4 Classification. The directors may be divided into classes and their terms staggered to the extent permitted by N.D.C.C. § 10-19.1-38 and the Articles.

Section 3.5 Resignation. Pursuant to N.D.C.C. § 10-19.1-40, a director may resign at any time by giving written notice to the corporation. The resignation is effective without acceptance when the notice is given to the corporation, unless a later effective time is specified in the notice.

Section 3.6 Removal. Pursuant to N.D.C.C. § 10-19.1-41, the shareholders may remove one or more directors with or without cause (or only for cause, if the Articles or these Bylaws so provide for a corporation that does not have a class of shares registered under federal securities law), and the Board may remove a director under the limited circumstances stated in that section. A director named by the Board to fill a vacancy may be removed in the manner provided in the Act.

Section 3.7 Vacancies. Pursuant to N.D.C.C. § 10-19.1-42, unless the Articles or these Bylaws provide otherwise, a vacancy on the Board resulting from the death, resignation, removal, or disqualification of a director may be filled by the affirmative vote of a majority of the remaining directors, even though less than a quorum, and a vacancy resulting from a newly created directorship may be filled by the Board or the shareholders as provided in that section.

Section 3.8 Meetings. Pursuant to N.D.C.C. § 10-19.1-43, meetings of the Board may be called by any director and may be held, within or without the State of North Dakota, at the time and place determined by the directors or fixed in the manner provided in these Bylaws. As authorized by N.D.C.C. § 10-19.1-43 and § 10-19.1-44, a director may participate in a Board meeting by any means of communication through which the director, other directors so participating, and all directors physically present at the meeting may simultaneously hear each other during the meeting, and such participation constitutes presence in person at the meeting.

Section 3.9 Notice of Meetings. Unless the Articles or these Bylaws provide for a different time period, notice of the date, time, and place of each Board meeting shall be given to every director at least [ten (10)] days before the meeting, except as the Act otherwise permits. Notice need not state the purpose of the meeting unless required by the Articles or these Bylaws. A director may waive notice of a meeting before, at, or after the meeting, in writing, by authenticated electronic communication, or by attendance, except where the director attends a meeting for the express purpose of objecting to the transaction of business because the meeting is not lawfully called or convened.

Section 3.10 Quorum. Pursuant to N.D.C.C. § 10-19.1-45, a majority of the directors currently holding office is a quorum for the transaction of business, unless a larger or smaller proportion or number is provided in the Articles or these Bylaws (but in no event fewer than the number permitted by the Act). If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of directors originally present leaves less than the proportion or number otherwise required for a quorum.

Section 3.11 Act of the Board. Pursuant to N.D.C.C. § 10-19.1-46, the Board takes action by the affirmative vote of the greater of (a) a majority of the directors present at a duly held meeting at the time the action is taken, or (b) a majority of the minimum proportion or number of directors that would constitute a quorum, except where the Act, the Articles, or these Bylaws require the vote of a larger proportion or number.

Section 3.12 Action Without a Meeting. Pursuant to N.D.C.C. § 10-19.1-47, an action required or permitted to be taken at a Board meeting may be taken by written action signed, or consented to by authenticated electronic communication, by all of the directors. If the Articles so provide, an action (other than an action requiring shareholder approval) may be taken by written action signed by the number of directors that would be required to take the same action at a meeting at which all directors were present, subject to the notice requirements stated in that section. The written action is effective when signed, or consented to by authenticated electronic communication, by the required number of directors, unless a different effective time is provided in the written action.

Section 3.13 Absent Directors. As permitted by N.D.C.C. § 10-19.1-44, a director may give advance written consent or opposition to a proposal to be acted on at a Board meeting, with the effect provided in that section.

Section 3.14 Compensation. Pursuant to N.D.C.C. § 10-19.1-37, the Board may fix the compensation of directors and may provide for reimbursement of reasonable expenses incurred in the performance of their duties.

Section 3.15 Standard of Conduct; Conflicts of Interest. Pursuant to N.D.C.C. § 10-19.1-50, a director shall discharge the duties of the position of director in good faith, in a manner the director reasonably believes to be in the best interests of the corporation, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. A director's conflict of interest in a contract or transaction is governed by N.D.C.C. § 10-19.1-51.

ARTICLE IV — COMMITTEES

Section 4.1 Creation of Committees. Pursuant to N.D.C.C. § 10-19.1-48, a resolution approved by the affirmative vote of a majority of the Board may establish committees having the authority of the Board in the management of the business of the corporation only to the extent provided in the resolution. Committees are subject at all times to the direction and control of the Board, except as provided by the Act with respect to a committee of disinterested persons under N.D.C.C. § 10-19.1-49.

Section 4.2 Composition and Procedures. A committee consists of one or more natural persons, who need not be directors, appointed by affirmative vote of a majority of the directors present, except that a committee exercising the authority of the Board in the management of the business of the corporation must consist of one or more directors. The provisions of the Act and these Bylaws governing Board meetings, notice, waiver of notice, quorum, voting, and action without a meeting apply to committees and their members.

Section 4.3 Committee of Disinterested Persons. Pursuant to N.D.C.C. § 10-19.1-49, the Board may establish a committee of one or more disinterested persons to determine whether one or more directors, officers, or employees, or former directors, officers, or employees, are liable to the corporation, and to take the actions specified in that section.

ARTICLE V — OFFICERS

Section 5.1 Required and Other Officers. Pursuant to N.D.C.C. § 10-19.1-52, the corporation shall have one or more natural persons exercising the functions of the offices, however designated, of president and treasurer. The Board may elect or appoint such other officers or agents as it deems necessary for the operation and management of the corporation (N.D.C.C. § 10-19.1-54), each with the powers, rights, duties, and responsibilities determined by the Board. Any number of offices may be held by the same person (N.D.C.C. § 10-19.1-55).

Section 5.2 Election or Appointment; Term. Pursuant to N.D.C.C. § 10-19.1-56, unless the Articles or these Bylaws provide otherwise, the officers are elected or appointed by the Board, and an officer is deemed elected or appointed by, and holds office at the pleasure of, the Board.

Section 5.3 Duties of Officers. Pursuant to N.D.C.C. § 10-19.1-53, unless otherwise provided in the Articles, these Bylaws, or a resolution of the Board: (a) the president has general active management of the business of the corporation, shall (when present) preside at meetings of the shareholders and the Board, shall see that orders and resolutions of the Board are carried into effect, may sign and deliver instruments in the name of the corporation, and may maintain records of and certify proceedings of the Board and shareholders; and (b) the treasurer shall keep accurate financial records, deposit corporate funds in depositories designated by the Board, disburse corporate funds as ordered by the Board, render financial statements upon request, and perform the other duties of the treasurer.

Section 5.4 Resignation, Removal, and Vacancies. Pursuant to N.D.C.C. § 10-19.1-58, an officer may resign at any time by giving written notice to the corporation; the resignation is effective without acceptance when the notice is given unless a later effective time is specified. An officer may be removed at any time, with or without cause, by a resolution approved by the affirmative vote of a majority of the directors present, subject to the contract rights, if any, of the person removed. A vacancy in an office may be filled by the Board.

Section 5.5 Contract Rights; Standard of Conduct. The election or appointment of a person as an officer or agent does not, of itself, create contract rights (N.D.C.C. § 10-19.1-57). An officer shall discharge the duties of an office in good faith, in a manner the officer reasonably believes to be in the best interests of the corporation, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances, as provided in N.D.C.C. § 10-19.1-60.

ARTICLE VI — SHARES AND TRANSFERS

Section 6.1 Issuance of Shares. The Board may authorize the issuance of shares for any consideration permitted by N.D.C.C. § 10-19.1-63. Shares may be certificated or uncertificated as determined by the Board.

Section 6.2 Share Certificates; Uncertificated Shares. Pursuant to N.D.C.C. § 10-19.1-66, the shares of the corporation may be represented by certificates or, to the extent authorized by the Board, may be uncertificated. Each certificate representing shares shall contain the information required by that section, including the name of the corporation, that it is incorporated under the laws of North Dakota, the name of the person to whom issued, and the number and class (and series, if any) of shares the certificate represents. Within a reasonable time after the issuance or transfer of uncertificated shares, the corporation shall send the shareholder the information required by the Act.

Section 6.3 Transfer of Shares. Transfers of shares are made on the books of the corporation only by the record holder thereof or by the holder's duly authorized attorney-in-fact, upon surrender of any certificate (if certificated) properly endorsed for transfer, and subject to any applicable transfer restrictions.

Section 6.4 Transfer Restrictions. Pursuant to N.D.C.C. § 10-19.1-70, the corporation may impose restrictions on the transfer or registration of transfer of its securities. A restriction is effective against a person with knowledge of it or, in the case of certificated shares, if the restriction is noted conspicuously on the certificate as provided in that section.

Section 6.5 Lost, Destroyed, or Stolen Certificates. Pursuant to N.D.C.C. § 10-19.1-67, the Board may direct that a new certificate (or uncertificated shares) be issued in place of any certificate alleged to have been lost, destroyed, or wrongfully taken upon such terms as the Board may require, including an affidavit of the fact and a bond sufficient to indemnify the corporation.

Section 6.6 Fractional Shares. The corporation may issue or arrange for the disposition of fractions of a share, or pay in money the value of fractions of a share, as authorized by N.D.C.C. § 10-19.1-68.

ARTICLE VII — INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 7.1 Mandatory Indemnification. Subject to Section 7.5, and to the fullest extent required by N.D.C.C. § 10-19.1-91, the corporation shall indemnify a person made or threatened to be made a party to a proceeding by reason of the former or present official capacity of the person against judgments, penalties, fines (including excise taxes assessed against the person with respect to an employee benefit plan), settlements, and reasonable expenses (including attorney's fees and disbursements) incurred by the person in connection with the proceeding, if, with respect to the acts or omissions of the person complained of in the proceeding, the person: (a) has not been indemnified by another organization or employee benefit plan for the same liability and expenses with respect to the same acts or omissions; (b) acted in good faith; (c) received no improper personal benefit and N.D.C.C. § 10-19.1-51 (director conflict of interest), if applicable, has been satisfied; (d) in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; and (e) in the case of acts or omissions occurring in an official capacity with the corporation, reasonably believed the conduct was in the best interests of the corporation, or, in the case of acts or omissions in any other official capacity, reasonably believed the conduct was not opposed to the best interests of the corporation.

Section 7.2 Effect of Termination of Proceeding. The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or an equivalent plea does not, of itself, establish that the person did not meet the criteria set forth in Section 7.1, as provided in N.D.C.C. § 10-19.1-91(3).

Section 7.3 Advancement of Expenses. Subject to Section 7.5, and as provided in N.D.C.C. § 10-19.1-91(4), if a person is made or threatened to be made a party to a proceeding, the person is entitled, upon written request to the corporation, to payment or reimbursement of reasonable expenses (including attorney's fees and disbursements) in advance of the final disposition of the proceeding: (a) upon receipt by the corporation of a written affirmation by the person of a good-faith belief that the criteria for indemnification set forth in Section 7.1 have been satisfied and a written undertaking by the person to repay all amounts so paid or reimbursed if it is ultimately determined that the criteria have not been satisfied; and (b) after a determination that the facts then known to those making the determination would not preclude indemnification under this Article. The written undertaking is an unlimited general obligation of the person making it, but need not be secured and shall be accepted without reference to the person's financial ability to make the repayment.

Section 7.4 Determination of Eligibility. All determinations whether indemnification is required because the criteria in Section 7.1 have been satisfied, and whether a person is entitled to advancement under Section 7.3, shall be made in the manner specified in N.D.C.C. § 10-19.1-91(7): (a) by the Board by a majority of a quorum, not counting directors who are at the time parties to the proceeding; (b) if such a quorum cannot be obtained, by a majority of a committee of two or more disinterested directors duly designated by the full Board; (c) by special legal counsel (as defined in the Act) selected as provided in that section; (d) by the affirmative vote of the shareholders required by N.D.C.C. § 10-19.1-74, excluding shareholders who are parties to the proceeding; or (e) if no determination is timely made or an adverse determination is made, by a court in this state as provided in the Act.

Section 7.5 Limits and Conditions. As permitted by N.D.C.C. § 10-19.1-91(5), the Articles or these Bylaws may prohibit indemnification or advances of expenses otherwise required under that section, or may impose conditions (including monetary limits) on indemnification or advances, if the prohibitions or conditions apply equally to all persons or to all persons within a given class. No such prohibition or limit applies to or affects the right of a person to indemnification or advances with respect to any act or omission occurring before the effective date of the prohibition or limit.

Section 7.6 Insurance. Pursuant to N.D.C.C. § 10-19.1-91(9), the corporation may purchase and maintain insurance on behalf of a person in that person's official capacity against any liability asserted against and incurred by the person in or arising from that capacity, whether or not the corporation would have been required to indemnify the person against the liability under that section.

Section 7.7 Reporting. Pursuant to N.D.C.C. § 10-19.1-91(10), the corporation that indemnifies or advances expenses to a person in connection with a proceeding by or on behalf of the corporation shall report to the shareholders in writing the amount of the indemnification or advance and to whom and on whose behalf it was paid, not later than the next meeting of shareholders.

ARTICLE VIII — DISTRIBUTIONS AND DIVIDENDS

Section 8.1 Authorization. Subject to any restriction in the Articles and to the limitations of N.D.C.C. § 10-19.1-92, the Board may authorize, and the corporation may make, distributions (including dividends) to its shareholders at such times and in such amounts as the Board determines.

Section 8.2 Limitations. The corporation may make a distribution only if the Board determines that the corporation will be able to pay its debts in the ordinary course of business after making the distribution and the other conditions of N.D.C.C. § 10-19.1-92 are satisfied. Directors who vote for or assent to a distribution made in violation of the Act or the Articles, and shareholders who receive such a distribution, may be liable as provided in N.D.C.C. §§ 10-19.1-94 and 10-19.1-95.

Section 8.3 Record Date for Distributions. The Board may fix a record date for determining the shareholders entitled to a distribution, consistent with the Act.

ARTICLE IX — RECORDS AND REPORTS

Section 9.1 Corporate Records. Pursuant to N.D.C.C. § 10-19.1-84, the corporation shall keep at its registered office or principal executive office, or at another place or places within the United States determined by the Board, the records and documents specified in that section, including share registers, records of the proceedings of shareholders and directors, the Articles and these Bylaws (as amended), financial statements, reports to shareholders, and the other records identified in the statute.

Section 9.2 Inspection Rights. Pursuant to N.D.C.C. § 10-19.1-84, a shareholder, beneficial owner, or holder of a voting trust certificate has the right, upon written demand stating the purpose and the records desired, to examine and copy the corporation's records and documents at any reasonable time, subject to the conditions and proper-purpose requirements of that section.

Section 9.3 Financial Statements. Pursuant to N.D.C.C. § 10-19.1-85, upon written request by a shareholder, the corporation shall furnish to the shareholder its most recent annual financial statements, prepared as provided in that section.

Section 9.4 Reports. The corporation shall file with the North Dakota Secretary of State such annual or other reports as are required by applicable law and shall maintain copies thereof with its corporate records.

ARTICLE X — CORPORATE SEAL, FISCAL YEAR, AND GENERAL PROVISIONS

Section 10.1 Corporate Seal. Pursuant to N.D.C.C. § 10-19.1-27, the corporation may, but need not, have a corporate seal. The use or nonuse of a corporate seal does not affect the validity of any instrument.

Section 10.2 Fiscal Year. The fiscal year of the corporation shall end on [____________________] of each year, or on such other date as the Board may determine by resolution.

Section 10.3 Conflict with Articles or Act. In the event of any conflict between these Bylaws and the Articles or the Act, the Articles or the Act, as applicable, shall control.

Section 10.4 Severability. If any provision of these Bylaws is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

ARTICLE XI — AMENDMENT OF BYLAWS

Section 11.1 Adoption of Bylaws. Pursuant to N.D.C.C. § 10-19.1-31, the corporation may, but need not, have bylaws, which may contain any provision relating to the management or regulation of the affairs of the corporation not inconsistent with N.D.C.C. § 10-19.1-32, any other provision of law, or the Articles. Unless reserved by the Articles to the shareholders with voting rights, the initial bylaws may be adopted by a majority of the incorporators or by the first Board pursuant to N.D.C.C. § 10-19.1-30.

Section 11.2 Amendment by Board. Pursuant to N.D.C.C. § 10-19.1-31(2), unless reserved by the Articles to the shareholders with voting rights, the power to adopt, amend, or repeal these Bylaws is vested in the Board, subject to the power of the shareholders, exercisable as provided in Section 11.3, to adopt, amend, or repeal bylaws adopted, amended, or repealed by the Board.

Section 11.3 Shareholder Action on Bylaws. Pursuant to N.D.C.C. § 10-19.1-31(3), unless the Articles or these Bylaws provide otherwise, a shareholder or shareholders holding five percent (5%) or more of the voting power of the shares entitled to vote may propose a resolution for action by the shareholders to adopt, amend, or repeal bylaws adopted, amended, or repealed by the Board. The resolution must set forth the provisions proposed for adoption, amendment, or repeal, and the limitations and procedures for submitting, considering, and adopting the resolution are the same as those provided in N.D.C.C. § 10-19.1-19 for amendment of the Articles.

ARTICLE XII — EMERGENCY BYLAWS

Section 12.1 Emergency Bylaws. The Board may adopt emergency bylaws, subject to repeal or change by action of the shareholders, that are operative during any emergency resulting from a catastrophic event, a national or local emergency, an epidemic, or other circumstance that makes it impracticable for a quorum of the Board to be readily assembled. To the extent not inconsistent with any emergency bylaws so adopted, these Bylaws remain in effect during the emergency, and upon termination of the emergency the emergency bylaws cease to be operative.

Section 12.2 Notice and Quorum During Emergency. During an emergency, notice of a Board meeting need be given only to those directors whom it is practicable to reach and may be given by any practicable means. One or more officers of the corporation present at a Board meeting may be deemed directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

Section 12.3 Lines of Succession; Relocation. The emergency bylaws may provide lines of succession for officers and directors in the event that any of them is unavailable to act, and may provide for the relocation of the principal executive office or the designation of alternative offices.

Section 12.4 Effect; Liability. Corporate action taken in good faith in accordance with the emergency bylaws binds the corporation and may not be used to impose liability on any director, officer, employee, or agent.

CERTIFICATION / SECRETARY'S ADOPTION BLOCK

The undersigned, being the duly elected and acting [Secretary / officer exercising the secretarial function] of [____________________], a North Dakota corporation, hereby certifies that the foregoing Bylaws were duly adopted as the Bylaws of the corporation by [a majority of the incorporators / the first Board of Directors] pursuant to N.D.C.C. §§ 10-19.1-30 and 10-19.1-31 on [__/__/____], and that such Bylaws have not been amended or repealed and remain in full force and effect as of the date set forth below.

Dated: [__/__/____]

____________________________________
[____________________], [Secretary / Title]

SOURCES AND REFERENCES

• North Dakota Business Corporation Act, N.D.C.C. ch. 10-19.1 (§ 10-19.1-01 et seq.)
• N.D.C.C. § 10-19.1-01 (definitions, including "bylaws" and "closely held corporation"); § 10-19.1-10 (articles); § 10-19.1-15, § 10-19.1-16 (registered agent; change); ch. 10-01.1 (registered agents)
• N.D.C.C. § 10-19.1-27 (corporate seal); § 10-19.1-30 (organization); § 10-19.1-31 (bylaws)
• N.D.C.C. § 10-19.1-32 (board); § 10-19.1-33 (number of directors); § 10-19.1-34 (qualifications and election); § 10-19.1-35 (terms); § 10-19.1-37 (compensation); § 10-19.1-38 (classification); § 10-19.1-39 (voting for directors; cumulative voting); § 10-19.1-40 (resignation); § 10-19.1-41 (removal); § 10-19.1-42 (vacancies); § 10-19.1-43 (board meetings); § 10-19.1-44 (absent directors); § 10-19.1-45 (quorum); § 10-19.1-46 (act of the board); § 10-19.1-47 (action without a meeting); § 10-19.1-48 (committees); § 10-19.1-49 (committee of disinterested persons); § 10-19.1-50 (standard of conduct for directors); § 10-19.1-51 (director conflicts of interest)
• N.D.C.C. § 10-19.1-52 (officers); § 10-19.1-53 (duties of officers and agents); § 10-19.1-54 (other officers); § 10-19.1-55 (multiple offices); § 10-19.1-56 (officers deemed elected); § 10-19.1-57 (contract rights); § 10-19.1-58 (resignation, removal, and vacancies); § 10-19.1-60 (standard of conduct for officers)
• N.D.C.C. § 10-19.1-66 (share certificates; uncertificated shares); § 10-19.1-67 (lost certificates); § 10-19.1-68 (fractional shares); § 10-19.1-70 (restriction on transfer)
• N.D.C.C. § 10-19.1-71 (regular meetings of shareholders); § 10-19.1-72 (special meetings); § 10-19.1-73 (notice); § 10-19.1-73.1 (electronic communications); § 10-19.1-74 (act of the shareholders); § 10-19.1-75 (action without a meeting); § 10-19.1-75.2 (remote communications); § 10-19.1-76 (quorum); § 10-19.1-76.2 (proxies)
• N.D.C.C. § 10-19.1-84 (books and records; inspection); § 10-19.1-85 (financial statements)
• N.D.C.C. § 10-19.1-91 (indemnification — mandatory; advancement; determination; limits; insurance; reporting)
• N.D.C.C. § 10-19.1-92 (distributions); §§ 10-19.1-94, 10-19.1-95 (liability for illegal distributions)