North Dakota Corporate Bylaws

The North Dakota corporate bylaws are the board-approved regulations under which a corporation conducts its internal and external business, including transactions. North Dakota directors of the board, shareholders, and officers thus enjoy the security and consistency that comes with setting policies by vote and on paper.

Last updated December 6th, 2024

The North Dakota corporate bylaws are the board-approved regulations under which a corporation conducts its internal and external business, including transactions. North Dakota directors of the board, shareholders, and officers thus enjoy the security and consistency that comes with setting policies by vote and on paper.

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Are bylaws required in North Dakota?

No, corporations are not obligated by state law to develop bylaws but will often do so in order to operate successfully.[1]

North Dakota Corporate Laws

  • Corporate Tax: A corporation pays a tax that is a percentage of its taxable income.[2]
    • 1.41% – $0.00-$25,000
    • 3.55% –$25,000 – $50,000
    • 4.31% –$50,000 And Over
  • Board: A corporation’s board of directors explicitly manages the corporation’s “business and affairs.” [3]
    • Number – Boards have at least one director; however, this “may be increased” through the bylaws accordingly.[4]
    • Qualification – A director “must be” an individual at a minimum, but the bylaws (or the articles of incorporation) can add requirements to define director eligibility.[5]
    • Term – Directors generally serve from the annual meeting of their election until the subsequent annual meeting; however, the bylaws may adjust this so long as the terms do “not exceed five years.”[6]
    • Staggered Terms – Corporations divide the total number of directors into two or more groups with different elections that “need not be uniform” according to their bylaws and articles of incorporation.[7]
    • Fiduciary Duty – The director enjoys their position and the benefit of the doubt so long as they “discharge the duties of their position” with the priorities of the corporation in mind and in a manner similar to conscientious individuals in a similar position.[8]
  • Officers: Corporations must designate “individuals who are eighteen years of age” or older to the offices of president, secretary, and treasurer, while the bylaws define any other office as necessary.[9]
  • Meetings: The bylaws (or the articles) dictate the time and place of a meeting, but if not, it “must be held at the principal executive office.”[10]
  • Quorum: A majority of the total number of directors is a quorum unless the bylaws call for a “larger or smaller proportion or number.”[11]
  • Emergency Bylaws: Corporations may operate during a state of emergency using bylaw provisions developed to maintain “perpetual duration.”[12]

Sources

  1. ND Century Code § 10-19.1-31
  2. ND Century Code § 57-38-30
  3. ND Century Code § 10-19.1-32
  4. ND Century Code § 10-19.1-33
  5. ND Century Code § 10-19.1-34
  6. ND Century Code § 10-19.1-35(1)
  7. ND Century Code § 10-19.1-35(2)
  8. ND Century Code § 10-19.1-50
  9. ND Century Code § 10-19.1-52
  10. ND Century Code § 10-19.1-43
  11. ND Century Code § 10-19.1-45
  12. ND Century Code § 10-19.1-26