State guides / North Dakota

North Dakota Voting Rules for Boards and Members

What North Dakota's statutes say about board votes, emergencies, meetings, and member ballots, as Qwibie summarizes them, with the citation for each.

Can the Board Vote without a Meeting?

Nonprofit corporations

In North Dakota a nonprofit board may act without a meeting by a written action every director signs or consents to by authenticated electronic communication. If the articles allow it, the number of directors needed at a full meeting may act (not on matters that need member approval), and every director is told at once.

Qwibie counts the vote as: Every director consents in writing.

  • File consent with minutes
  • Notify all directors immediately if not unanimous
Citation
N.D.C.C. §10-33-43 · Read the source
Review
ReviewedSummary recorded as reviewed against the statute text, 2026-11-12

What about an Emergency between Meetings?

Nonprofit corporations

In North Dakota a nonprofit board may act without a meeting by a written action every director signs or consents to by authenticated electronic communication. If the articles allow it, the number of directors needed at a full meeting may act (not on matters that need member approval), and every director is told at once.

Qwibie counts the vote as: Every director consents in writing.

  • File consent with minutes
  • Notify all directors immediately if not unanimous
Citation
N.D.C.C. §10-33-43 · Read the source
Review
ReviewedSummary recorded as reviewed against the statute text, 2026-11-12

How Are Votes Taken in a Board Meeting?

Nonprofit corporations

North Dakota nonprofit boards may meet entirely by remote communication if notice is given, all directors can take part and a quorum joins; taking part by an allowed remote means counts as being present in person.

Qwibie counts the vote as: A majority of votes cast.

  • Same notice as in person
  • Quorum participating
Citation
N.D.C.C. §10-33-39 · Read the source
Review
ReviewedSummary recorded as reviewed against the statute text, 2026-11-12

Can Members Vote by Ballot without a Meeting?

Nonprofit corporations

North Dakota nonprofit members may act by mailed, delivered or electronic ballot unless the articles or bylaws limit it; an electronic ballot goes only to members who agreed to electronic notice in that form. Ballots cast must meet the meeting quorum and approvals the meeting threshold, and the request states the quorum, percentage and deadline. Members may also act by unanimous written action, or by a majority of voting power if the articles allow.

Qwibie asks for the steps below before the vote counts.

  • Member consent to electronic voting
  • Ballots cast meet quorum
  • Approvals meet meeting threshold
  • Solicitation states quorum threshold deadline
Citation
N.D.C.C. §10-33-74; §10-33-73; §10-33-75 (remote member meetings) · Read the source
Review
ReviewedSummary recorded as reviewed against the statute text, 2026-11-12

How Do Members Elect Directors?

Nonprofit corporations

North Dakota nonprofit members may act by mailed, delivered or electronic ballot unless the articles or bylaws limit it; an electronic ballot goes only to members who agreed to electronic notice in that form. Ballots cast must meet the meeting quorum and approvals the meeting threshold, and the request states the quorum, percentage and deadline. Members may also act by unanimous written action, or by a majority of voting power if the articles allow.

Qwibie asks for the steps below before the vote counts.

  • Member consent to electronic voting
  • Ballots cast meet quorum
  • Approvals meet meeting threshold
  • Solicitation states quorum threshold deadline
Citation
N.D.C.C. §10-33-74; §10-33-73; §10-33-75 (remote member meetings) · Read the source
Review
ReviewedSummary recorded as reviewed against the statute text, 2026-11-12

Not legal advice

These are Qwibie's own summaries, not the law, and they don't say what the law is today. Open the source to read the text, and ask your attorney how it applies to your organization. Your articles and bylaws may set a different rule where the statute allows it.

Run a North Dakota Board on These Rules

Confirm your state and organization type, and Steward applies the matching rule to each vote, with the citation. 14 days free, no card.