State of the Nonprofit Regulatory Environment in NORTH DAKOTA

BIFURCD-REGIOF-NS

REGULATORY BODY: Not Specific

NOTES: North Dakota Secretary of State http://sos.nd.gov/business/nonprofit-services

ND Code § 10-33-122

REGULATORY BODY: Attorney General

STATUTE TEXT: 1.Except as provided in subsection 7, the following corporations shall notify the attorney general of their intent to dissolve, merge, or consolidate, or to transfer all or substantially all of their assets:a.A corporation that holds assets for a charitable purpose.b.A corporation that is exempt under section 501(c)(3) of the Internal Revenue Code.2.The notice must be signed on behalf of the corporation by an authorized person and must include:a.The purpose of the corporation that is giving the notice;b.A list of assets owned or held by the corporation for charitable purposes;c.A description of restricted assets and purposes for which the assets were received;d.A description of debts, obligations, and liabilities of the corporation;e.A description of tangible assets being converted to cash and the manner in which they will be sold;f.Anticipated expenses of the transaction, including attorney’s fees;g.A list of persons to whom assets will be transferred, if known;h.The purposes of persons receiving the assets; andi.The terms, conditions, or restrictions, if any, to be imposed on the transferred assets.3.Subject to subsection 4, a corporation described in subsection 1 may not transfer or convey assets as part of a dissolution, merger, or consolidation, or transfer of assets under section 10-33-94 until forty-five days after it has given written notice to the attorney general, unless the attorney general waives all or part of the waiting period. 4.The attorney general may extend the waiting period under subsection 3 for one additional thirty-day period by notifying the corporation in writing of the extension. The attorney general shall notify the secretary of state if the waiting period is extended.5.When all or substantially all of the assets of a corporation described in subsection 1 have been transferred or conveyed following expiration or waiver of the waiting period, the board shall deliver to the attorney general a list of persons to whom the assets were transferred or conveyed. The list must include the addresses of each person who received assets and show what assets the person received.6.Failure of the attorney general to take an action with respect to a transaction under this section does not constitute approval of the transaction and does not prevent the attorney general from taking other action.7.Subsections 1 through 5 do not apply to a merger with, consolidation into, or transfer of assets to an organization exempt under section 501(c)(3) of the Internal Revenue Code, or any successor section. A corporation that is exempt under this subsection shall send a copy of the certificate of merger or certificate of consolidation and incorporation to the attorney general.

NOTES: N.D.C.C. 10-33-122

REPORTS-ASSETS-OT

REGULATORY BODY: Other

NOTES: No

ND Code § 10-33-122

REGULATORY BODY: Attorney General

STATUTE TEXT: 1.Except as provided in subsection 7, the following corporations shall notify the attorney general of their intent to dissolve, merge, or consolidate, or to transfer all or substantially all of their assets:a.A corporation that holds assets for a charitable purpose.b.A corporation that is exempt under section 501(c)(3) of the Internal Revenue Code.2.The notice must be signed on behalf of the corporation by an authorized person and must include:a.The purpose of the corporation that is giving the notice;b.A list of assets owned or held by the corporation for charitable purposes;c.A description of restricted assets and purposes for which the assets were received;d.A description of debts, obligations, and liabilities of the corporation;e.A description of tangible assets being converted to cash and the manner in which they will be sold;f.Anticipated expenses of the transaction, including attorney’s fees;g.A list of persons to whom assets will be transferred, if known;h.The purposes of persons receiving the assets; andi.The terms, conditions, or restrictions, if any, to be imposed on the transferred assets.3.Subject to subsection 4, a corporation described in subsection 1 may not transfer or convey assets as part of a dissolution, merger, or consolidation, or transfer of assets under section 10-33-94 until forty-five days after it has given written notice to the attorney general, unless the attorney general waives all or part of the waiting period. 4.The attorney general may extend the waiting period under subsection 3 for one additional thirty-day period by notifying the corporation in writing of the extension. The attorney general shall notify the secretary of state if the waiting period is extended.5.When all or substantially all of the assets of a corporation described in subsection 1 have been transferred or conveyed following expiration or waiver of the waiting period, the board shall deliver to the attorney general a list of persons to whom the assets were transferred or conveyed. The list must include the addresses of each person who received assets and show what assets the person received.6.Failure of the attorney general to take an action with respect to a transaction under this section does not constitute approval of the transaction and does not prevent the attorney general from taking other action.7.Subsections 1 through 5 do not apply to a merger with, consolidation into, or transfer of assets to an organization exempt under section 501(c)(3) of the Internal Revenue Code, or any successor section. A corporation that is exempt under this subsection shall send a copy of the certificate of merger or certificate of consolidation and incorporation to the attorney general.

NOTES: N.D.C.C. 10-33-122

ND Code § 10-33-88

REGULATORY BODY: Other

STATUTE TEXT: 1.Upon receiving the approval required by section 10-33-87 and after compliance with section 10-33-122 and section 10-33-144, if applicable, articles of merger or consolidation must be prepared that contain:a.The plan of merger or consolidation;b.A statement that the plan has been approved by each corporation under this chapter; andc.A statement that the notice to the attorney general required by section 10-33-122 or 10-33-144 has been given and the waiting period has expired or has been waived by the attorney general or a statement that section 10-33-122 or 10-33-144 is not applicable.2.The articles of merger or consolidation must be signed on behalf of each constituent corporation and filed with the secretary of state.3.The secretary of state shall issue a certificate of merger to the surviving corporation or its legal representative or a certificate of consolidation and incorporation to the new corporation. The certificate must contain the effective date of merger or consolidation.

NOTES: N.D.C.C. 10-33-88

REPORTS-AMMEND-AG

REGULATORY BODY: Attorney General

NOTES: No

ND Code § 10-33-18

REGULATORY BODY: Other

STATUTE TEXT: An original of the articles of amendment must be filed with the secretary of state. If the secretary of state finds that the articles of amendment conform to the filing requirements of this chapter and that all fees have been paid as provided in section 10-33-140, then the articles of amendment must be recorded in the office of the secretary of state. A corporation that amends the corporate name and which is the owner of a service mark, trademark, or trade name, is a general partner named in a fictitious name certificate, is a general partner in a limited partnership or a limited liability limited partnership, or is a managing partner of a limited liability partnership that is on file with the secretary of state must change or amend the corporation’s name in each registration when the corporation files an amendment.

NOTES: NDCC 10-33-18

ND Code § 50-22-04

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: N.D. Cent. Code § 50-22-04

ND Code § 10-33-122

REGULATORY BODY: Attorney General

STATUTE TEXT: 1.Except as provided in subsection 7, the following corporations shall notify the attorney general of their intent to dissolve, merge, or consolidate, or to transfer all or substantially all of their assets:a.A corporation that holds assets for a charitable purpose.b.A corporation that is exempt under section 501(c)(3) of the Internal Revenue Code.2.The notice must be signed on behalf of the corporation by an authorized person and must include:a.The purpose of the corporation that is giving the notice;b.A list of assets owned or held by the corporation for charitable purposes;c.A description of restricted assets and purposes for which the assets were received;d.A description of debts, obligations, and liabilities of the corporation;e.A description of tangible assets being converted to cash and the manner in which they will be sold;f.Anticipated expenses of the transaction, including attorney’s fees;g.A list of persons to whom assets will be transferred, if known;h.The purposes of persons receiving the assets; andi.The terms, conditions, or restrictions, if any, to be imposed on the transferred assets.3.Subject to subsection 4, a corporation described in subsection 1 may not transfer or convey assets as part of a dissolution, merger, or consolidation, or transfer of assets under section 10-33-94 until forty-five days after it has given written notice to the attorney general, unless the attorney general waives all or part of the waiting period. 4.The attorney general may extend the waiting period under subsection 3 for one additional thirty-day period by notifying the corporation in writing of the extension. The attorney general shall notify the secretary of state if the waiting period is extended.5.When all or substantially all of the assets of a corporation described in subsection 1 have been transferred or conveyed following expiration or waiver of the waiting period, the board shall deliver to the attorney general a list of persons to whom the assets were transferred or conveyed. The list must include the addresses of each person who received assets and show what assets the person received.6.Failure of the attorney general to take an action with respect to a transaction under this section does not constitute approval of the transaction and does not prevent the attorney general from taking other action.7.Subsections 1 through 5 do not apply to a merger with, consolidation into, or transfer of assets to an organization exempt under section 501(c)(3) of the Internal Revenue Code, or any successor section. A corporation that is exempt under this subsection shall send a copy of the certificate of merger or certificate of consolidation and incorporation to the attorney general.

NOTES: NDCC 10-33-122

ND Code § 10-33-100

REGULATORY BODY: Other

STATUTE TEXT: 1.When a notice of intent to dissolve has been filed with the secretary of state, the board, or the officers acting under the direction of the board, shall proceed as soon as possible to collect or make provision for the collection of debts owing to the corporation and to pay or make provision for the payment of debts, obligations, and liabilities of the corporation according to their priorities.2.Notwithstanding section 10-33-94, when a notice of intent to dissolve has been filed with the secretary of state, the directors may sell, lease, transfer, or otherwise dispose of all or substantially all of the property and assets of a dissolving corporation without a vote of the members, subject to sections 10-33-95 and 10-33-122.3.Property must be distributed under section 10-33-105.

NOTES: Sec. of State NDCC, 10-33-100

ND Code § 10-33-107

REGULATORY BODY: Attorney General

STATUTE TEXT: 1.A court may grant equitable relief it considers just and reasonable in the circumstances or may dissolve a corporation and liquidate its assets and activities:a.In a supervised voluntary dissolution under section 10-33-106.b.In an action by a director or at least fifty members with voting rights or ten percent of the members with voting rights, whichever is less, when it is established that:(1) The directors or the persons having the authority otherwise vested in the board are deadlocked in the management of the corporate affairs, the members cannot break the deadlock, and the corporation or the parties have not provided for a procedure to resolve the dispute;(2) The directors or those in control of the corporation have acted fraudulently, illegally, or in a manner unfairly prejudicial toward one or more members in their capacities as members, directors, or officers;(3) The members of the corporation are so divided in voting power that, for a period that includes the time when two consecutive regular meetings were held, they have failed to elect successors to directors whose terms have expired or would have expired upon the election and qualification of their successors;(4) The corporate assets are being misapplied or wasted; or(5) The period of duration as provided in the articles has expired and has not been extended as provided in section 10-33-118.c.In an action by a creditor when:(1) The claim of the creditor has been reduced to judgment and an execution on it has been returned unsatisfied; or(2) The corporation has admitted in writing that the claim of the creditor is due and owing and it is established that the corporation cannot pay its debts in the ordinary course of its activities.d.In an action by the attorney general when it is established that:(1) The articles and certificate of incorporation were obtained through fraud; (2) The corporation should not have been formed under this chapter;(3) The corporation failed to comply with the requirements of sections 10-33-02 through 10-33-19 essential to incorporation under or election to become governed by this chapter;(4) The corporation has flagrantly violated a provision of this chapter, has violated a provision of this chapter more than once, or has violated more than one provision of this chapter;(5) The corporation has engaged in an unauthorized act, contract, conveyance, or transfer or has exceeded its powers;(6) The corporation has acted, or failed to act, in a manner that constitutes surrender or abandonment of the corporate purpose, franchise, privileges, or enterprise;(7) The corporation has liabilities and obligations exceeding the corporate assets;(8) The period of corporate existence has ended without extension;(9) The corporation has failed for a period of ninety days to pay fees, charges, or penalties required by this chapter;(10) The corporation has failed for a period of thirty days:(a)To appoint and maintain a registered agent in this state as provided in chapter 10-01.1; or(b)After changing its registered office, to file with the secretary of state a statement of the change as provided in chapter 10-01.1;(11) The corporation has answered falsely or failed to answer a reasonable written interrogatory from the secretary of state or the attorney general to the corporation, its officers, or directors;(12) The corporation has solicited property and has failed to use it for the purpose solicited; or(13) The corporation has fraudulently used or solicited property.e.An action may not be commenced under subdivision d until thirty days after notice to the corporation by the attorney general of the reason for the filing of the action. If the reason for filing the action is an act that the corporation has done, or omitted to do, and the act or omission may be corrected by an amendment of the articles or bylaws or by performance of or abstention from the act, the attorney general shall give the corporation thirty additional days in which to effect the correction before filing the action.2.In determining whether to order equitable relief or dissolution under this section, the court shall consider the financial condition of the corporation but may not refuse to order equitable relief or dissolution solely on the ground that the corporation is solvent.3.In deciding whether to order dissolution, the court shall consider whether lesser relief suggested by one or more parties, such as any form of equitable relief or a partial liquidation, would be adequate to permanently relieve the circumstances established under subdivision b, c, or d of subsection 1. Lesser relief may be ordered if it would be appropriate under the facts and circumstances of the case.4.If the court finds that a party to a proceeding brought under this section has acted arbitrarily, vexatiously, or otherwise not in good faith, it may award reasonable expenses, including attorney’s fees and disbursements, to any of the other parties.5.Proceedings under this section must be brought in a court within the county in which the principal executive office of the corporation is located. It is not necessary to make members parties to the action or proceeding unless relief is sought against them personally.

NOTES: NDCC, 10-33-107

ND Code § 10-33-113

REGULATORY BODY: Other

STATUTE TEXT: After the court enters a decree dissolving a corporation, the clerk of court shall cause a certified copy of the decree to be filed with the secretary of state. The secretary of state may not charge a fee for filing the decree.

NOTES: NDCC, 10-33-113

DISSOLV-ADMINI-AG

REGULATORY BODY: Attorney General

NOTES: No

ND Code § 10-33-139

REGULATORY BODY: Other

STATUTE TEXT: 1.Each corporation, and each foreign corporation authorized to conduct activities in this state, shall file, within the time provided in subsection 3, an annual report setting forth:a.The name of the corporation or foreign corporation and the state or country under the laws of which it is incorporated.b.The address of the registered office of the corporation or foreign corporation in this state, the name of its registered agent in this state at that address, and the address of its principal executive office.c.A brief statement of the character of the activities in which the corporation or foreign corporation is actually engaged in this state.d.The names and respective addresses of the officers and directors of the corporation or foreign corporation.e.The section of the Internal Revenue Code by which its tax status is established.2.The annual report must be submitted on forms prescribed by the secretary of state.The information provided must be given as of the date of the execution of the report. The annual report must be signed as provided in subsection 34 of section 10-33-01 or in the articles or bylaws, or in a resolution approved by the affirmative vote of the required proportion or number of the directors or members entitled to vote. If the corporation or foreign corporation is in the hands of a receiver or trustee, it must be signed on behalf of the corporation or foreign corporation by the receiver or trustee. The secretary of state may destroy all annual reports provided for in this section after they have been on file for six years.3.The annual report must be delivered to the secretary of state before February first of each year, except that the first annual report must be delivered before February first of the year following the calendar year in which the certificate of incorporation or certificate of authority was issued by the secretary of state.a.An annual report in a sealed envelope postmarked by the United States postal service before February first, or an annual report in a sealed packet with a verified shipment date by any other carrier service before February first, complies with this requirement. When the filing date falls on a Saturday or holiday as defined in section 1-03-01, a postmark or verified shipment date on the next business day complies with this requirement.b.The secretary of state must file the report if the report conforms to the requirements of subsection 2.(1) If the report does not conform, it must be returned to the corporation for any necessary corrections.(2) If the report is filed before the deadlines provided in this subsection, penalties for the failure to file a report within the time provided do not apply, if the report is corrected to conform to the requirements of subsection 2 and returned to the secretary of state within thirty days after the annual report was returned by the secretary of state for correction.4.After the date established under subsection 3, the secretary of state shall notify any corporation or foreign corporation failing to file its annual report that its certificate of incorporation or certificate of authority is not in good standing and that it may be dissolved or revoked pursuant to subsections 5 and 6. The secretary of state must mail the notice to the last registered agent at the last registered office. If the corporation or foreign corporation files its annual report after the notice is mailed, together with the annual report filing fee and late filing penalty fee as provided in section 10-33-140, the secretary of state shall restore its certificate of incorporation or certificate of authority to good standing.5.A corporation that does not file its annual report, along with the statutory filing and penalty fees, within one year after the date established in subsection 3 ceases to exist and is considered involuntarily dissolved by operation of law.a.Thereafter, the secretary of state shall note the termination of the corporation’s certificate of incorporation on the records of the secretary of state and shall give notice of the action to the dissolved corporation.b.Notice by the secretary of state must be mailed to the last registered agent at the last registered office.6.A foreign corporation that does not file its annual report, along with the statutory filing and penalty fees, within one year after the date established by subsection 3 forfeits its authority to conduct activities in this state.a. The secretary of state shall note the revocation of the foreign corporation’s certificate of authority on the records of the secretary of state and shall give notice of the action to the foreign corporation.b.Notice by the secretary of state must be mailed to the foreign corporation’s last registered agent at the last registered office.c.The decision by the secretary of state that a certificate of authority must be revoked under this subsection is final.7.A corporation that was dissolved for failure to file an annual report, or a foreign corporation whose authority was forfeited by failure to file an annual report, may be reinstated by filing a past-due report, together with the statutory filing and penalty fees for an annual report and a reinstatement fee as provided in section 10-33-140. The fees must be paid and the report filed within one year following the involuntary dissolution or revocation. Reinstatement under this subsection does not affect the rights or liability for the time from the dissolution or revocation to the reinstatement.8.The secretary of state may waive any penalties provided in this section when an annual report form could not be delivered to the corporation.

NOTES: NDCC, 10-33-139

ND Code § 10-33-144

REGULATORY BODY: Not Specific

STATUTE TEXT: 1.A nonprofit corporation operating or controlling a hospital or nursing home shall notify the attorney general in writing before closing an agreement or a transaction that will:a.Sell, lease, transfer, exchange, option, convey, or otherwise dispose of to a for-profit corporation or entity or a nonprofit corporation or entity if fifty percent or more of the assets of the selling corporation are involved in the agreement or transaction;b.Transfer control, responsibility, or governance of fifty percent or more of the assets or operations of the nonprofit corporation to a for-profit corporation or entity or another nonprofit corporation or entity; orc.Result in any for-profit corporation or entity or another nonprofit corporation or entity having control of, governance of, or the power to direct management and policies of the nonprofit corporation operating or controlling a hospital, nursing home, or related organization.2.The substitution of a new corporate member that transfers the control of, responsibility for, or governance of the nonprofit corporation, the substitution of a member of the governing body, or any arrangement, written or oral, that would transfer voting control of the entity, is a transfer for purposes of this section.3.This section applies to a foreign nonprofit corporation that operates or controls a hospital or nursing home within this state.4.This section does not apply to the following transactions:a.An action involving the enforcement or foreclosure of a security interest, lien, mortgage, judgment, or other creditor rights.b.Agreements or transactions in the usual and regular course of the nonprofit corporation’s business and activities.5.The notice must be provided to the attorney general not less than ninety days before the closing date of the proposed agreement or transaction and must include:a.The names and addresses of all parties to the proposed agreement or transaction;b.The terms of the proposed agreement or transaction, including the proposed sale price;c.A copy of the proposed agreement or transaction; andd.Any financial or economic analysis by an expert or independent consultant retained by the nonprofit corporation which addresses the criteria set forth in section 10-33-145.6.A nonprofit corporation doing business as a hospital or nursing home may neither transfer nor convey any assets or control through an agreement or transaction described in this section until ninety days after the corporation gives the attorney general notice required under this section, unless the attorney general waives all or part of the waiting period. The waiting period may be extended for one or more additional sixty-day periods upon agreement between the corporation and the attorney general, or pursuant to a court order.

NOTES: N.D. Cent. Code Ann. §§ 10-33-144 - 10-33-149

ND Code § 10-33-145

REGULATORY BODY: Attorney General

STATUTE TEXT: 1.Upon receipt of a notice under section 10-33-144, the attorney general may review and investigate the proposed agreement or transaction and may require the nonprofit corporation or entity operating or controlling a hospital or nursing home and the other parties to the agreement or transaction to provide to the attorney general any additional information relevant to the review or investigation of the proposed agreement or transaction.2.Upon receipt of a notice under section 10-33-144, the attorney general may review the proposed agreement or transaction to determine whether consummation of the proposed agreement or transaction by the nonprofit corporation or entity operating or controlling a hospital or nursing home is consistent with the purposes of the nonprofit corporation or entity operating or controlling a hospital or nursing home and the fiduciary obligations of the officers and directors of the nonprofit corporation or entity operating or controlling a hospital or nursing home and is in accordance with law. The attorney general shall consider the following factors in reviewing and evaluating a proposed agreement or transaction:a. Whether appropriate steps were taken by the nonprofit corporation or entity operating or controlling a hospital or nursing home to safeguard restricted assets transferred to the acquiring entity;b. Whether appropriate steps were taken by the nonprofit corporation or entity operating or controlling a hospital or nursing home to ensure that any proceeds of the proposed agreement or transaction are used for purposes consistent with restrictions placed on assets of and with the purposes of the nonprofit corporation or entity operating or controlling a hospital or nursing home;c.Whether the terms and conditions of the proposed agreement or transaction are fair and reasonable to the nonprofit corporation or entity operating or controlling a hospital or nursing home, including whether the nonprofit corporation or entity operating or controlling the hospital or nursing home will receive fair market value for its assets and, in a proposed agreement or transaction involving a nursing home, whether the proposed agreement or transaction constitutes a bona fide transaction;d.Whether any conflict of interest or breach of fiduciary duty exists or was disclosed, including any conflict of interest or breach of fiduciary duty related to directors and officers of, executives of, and experts retained by the nonprofit corporation or entity operating or controlling a hospital or nursing home and any other party to the agreement or transaction;e.Whether the agreement or transaction will result in inurement, pecuniary gain, or excess benefit to any person associated with the nonprofit corporation or entity operating or controlling a hospital or nursing home or to any other person;f.Whether the transaction is in the best interests of the nonprofit corporation or entity operating or controlling a hospital or nursing home; andg.Whether the transaction is authorized by the nonprofit corporation’s governing records.3.For the purpose of reviewing and evaluating the factors identified in subsection 2, the attorney general may retain experts if necessary and reasonable and may obtain public comment regarding the proposed agreement or transaction. A contract entered by the attorney general with an expert under this section does not require a bid and is exempt from chapters 44-08 and 54-44.4. If the attorney general intends to seek payment from the nonprofit corporation or entity operating or controlling a hospital or nursing home for the cost of any expert retained under this subsection, at least five days before retaining that expert, the attorney general shall notify the nonprofit corporation or entity operating or controlling a hospital or nursing home of the expert cost projected to be incurred. A nonprofit corporation or entity operating or controlling a hospital or nursing home which receives notice under this subsection shall pay the reasonable cost of any retained expert. If the nonprofit corporation or entity operating or controlling a hospital or nursing home objects to paying the costs of an expert, the corporation or entity may seek a district court order limiting the corporation’s or entity’s liability for the costs. In determining whether to issue an order, the court shall consider whether the expert is necessary and reasonable and the cost of the expert relative to the value of the proposed agreement or transaction.4.Section 44-04-18.4 applies to any information provided to the attorney general under sections 10-33-144 through 10-33-147.5.All costs, fees, and other moneys received under sections 10-33-144 through 10-33-149 must be deposited into the attorney general’s operating fund. The moneys in the fund are appropriated to pay the costs incurred in the attorney general’s performance of responsibilities pursuant to sections 10-33-144 through 10-33-149.

NOTES: N.D. Cent. Code Ann. § 10-33-145

HOSPCON-OVERSI-OT

REGULATORY BODY: Other

NOTES: No

HOSPCON-FILING-OT

REGULATORY BODY: Other

NOTES: No

AUDITFI-AUDITS-NS

REGULATORY BODY: Not Specific

NOTES: No

AUDITFI-THRESH-NS

REGULATORY BODY: Not Specific

ND Code § 50-22-01

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: NDCC, 50-22-01 et seq.

ND Code § 50-22-01(2)(b)(5)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: NDCC, 50-22-01(2)(b)(5)

ORGTYPE-SMALLO-NS

REGULATORY BODY: Not Specific

NOTES: NO

ND Code § 50-22-01(2)(b)(1)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: NDCC, 50-22-01(2)(b)(1) and (3)

ND Code § 50-22-01(2)(b)(2)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: NDCC, 50-22-01(2)(b)(2) (“An organization that uses only volunteer unpaid fundraisers and that solicits funds for a political subdivision or other government entity . . .”

ORGTYPE-HOSPIT-NS

REGULATORY BODY: Not Specific

NOTES: NO

ORGTYPE-VETERA-NS

REGULATORY BODY: Not Specific

NOTES: NO

ORGTYPE-FNDYES-NS

REGULATORY BODY: Not Specific

NOTES: NO

ORGTYPE-FNDNOS-NS

REGULATORY BODY: Not Specific

NOTES: NO

ORGTYPE-CTRUST-NS

REGULATORY BODY: Not Specific

NOTES: NO

ORGTYPE-PTOEDU-NS

REGULATORY BODY: Not Specific

NOTES: NO

ORGTYPE-CONGRE-NS

REGULATORY BODY: Not Specific

NOTES: NO

ND Code § 50-22-01(2)(a)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: NDCC, 50-22-01(2)(a)

ORGTYPE-MEMFRA-NS

REGULATORY BODY: Not Specific

NOTES: NO

ND Code § 50-22-01(2)(b)(6)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: NDCC, 50-22-01(2)(b)(6)

ND Code § 50-22-01(2)(b)(4))

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: specific beneficiaries (NDCC, 50-22-01(2)(b)(4))

ND Code § 10-33-107

REGULATORY BODY: Not Specific

STATUTE TEXT: 1.A court may grant equitable relief it considers just and reasonable in the circumstances or may dissolve a corporation and liquidate its assets and activities:a.In a supervised voluntary dissolution under section 10-33-106.b.In an action by a director or at least fifty members with voting rights or ten percent of the members with voting rights, whichever is less, when it is established that:(1) The directors or the persons having the authority otherwise vested in the board are deadlocked in the management of the corporate affairs, the members cannot break the deadlock, and the corporation or the parties have not provided for a procedure to resolve the dispute;(2) The directors or those in control of the corporation have acted fraudulently, illegally, or in a manner unfairly prejudicial toward one or more members in their capacities as members, directors, or officers;(3) The members of the corporation are so divided in voting power that, for a period that includes the time when two consecutive regular meetings were held, they have failed to elect successors to directors whose terms have expired or would have expired upon the election and qualification of their successors;(4) The corporate assets are being misapplied or wasted; or(5) The period of duration as provided in the articles has expired and has not been extended as provided in section 10-33-118.c.In an action by a creditor when:(1) The claim of the creditor has been reduced to judgment and an execution on it has been returned unsatisfied; or(2) The corporation has admitted in writing that the claim of the creditor is due and owing and it is established that the corporation cannot pay its debts in the ordinary course of its activities.d.In an action by the attorney general when it is established that:(1) The articles and certificate of incorporation were obtained through fraud; (2) The corporation should not have been formed under this chapter;(3) The corporation failed to comply with the requirements of sections 10-33-02 through 10-33-19 essential to incorporation under or election to become governed by this chapter;(4) The corporation has flagrantly violated a provision of this chapter, has violated a provision of this chapter more than once, or has violated more than one provision of this chapter;(5) The corporation has engaged in an unauthorized act, contract, conveyance, or transfer or has exceeded its powers;(6) The corporation has acted, or failed to act, in a manner that constitutes surrender or abandonment of the corporate purpose, franchise, privileges, or enterprise;(7) The corporation has liabilities and obligations exceeding the corporate assets;(8) The period of corporate existence has ended without extension;(9) The corporation has failed for a period of ninety days to pay fees, charges, or penalties required by this chapter;(10) The corporation has failed for a period of thirty days:(a)To appoint and maintain a registered agent in this state as provided in chapter 10-01.1; or(b)After changing its registered office, to file with the secretary of state a statement of the change as provided in chapter 10-01.1;(11) The corporation has answered falsely or failed to answer a reasonable written interrogatory from the secretary of state or the attorney general to the corporation, its officers, or directors;(12) The corporation has solicited property and has failed to use it for the purpose solicited; or(13) The corporation has fraudulently used or solicited property.e.An action may not be commenced under subdivision d until thirty days after notice to the corporation by the attorney general of the reason for the filing of the action. If the reason for filing the action is an act that the corporation has done, or omitted to do, and the act or omission may be corrected by an amendment of the articles or bylaws or by performance of or abstention from the act, the attorney general shall give the corporation thirty additional days in which to effect the correction before filing the action.2.In determining whether to order equitable relief or dissolution under this section, the court shall consider the financial condition of the corporation but may not refuse to order equitable relief or dissolution solely on the ground that the corporation is solvent.3.In deciding whether to order dissolution, the court shall consider whether lesser relief suggested by one or more parties, such as any form of equitable relief or a partial liquidation, would be adequate to permanently relieve the circumstances established under subdivision b, c, or d of subsection 1. Lesser relief may be ordered if it would be appropriate under the facts and circumstances of the case.4.If the court finds that a party to a proceeding brought under this section has acted arbitrarily, vexatiously, or otherwise not in good faith, it may award reasonable expenses, including attorney’s fees and disbursements, to any of the other parties.5.Proceedings under this section must be brought in a court within the county in which the principal executive office of the corporation is located. It is not necessary to make members parties to the action or proceeding unless relief is sought against them personally.

NOTES: N.D. Cent. Code Ann. § 10-33-107

ND Code § 10-33-37

REGULATORY BODY: Not Specific

STATUTE TEXT: 1.The district court of the county in which the principal executive office of a corporation is located may remove any director of the corporation from office in a proceeding commenced either by the corporation, its members holding at least ten percent of the voting power of any class of shares, or the attorney general, if the court finds:a.The director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation;b.That the provisions of subsection 2 of section 10-33-27 have been violated; orc.Final judgment has been entered finding the director has violated section 10-33-45.2.The court that removes a director may bar the director from serving on the board for a period prescribed by the court.3.If members or the attorney general commence a proceeding under subdivision a of subsection 1, then the corporation must be made a party defendant.4.If a corporation or its members commence a proceeding under subsection 1, they must give the attorney general written notice of the proceeding.

NOTES: N.D. Cent. Code Ann. § 10-33-37

ND Code § 50-22-02.1

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: N.D. Cent. Code § 50-22-02.1

ND Code § 50-22-02.1

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: N.D. Cent. Code § 50-22-02.1 Included in definition of “Professional Fundraiser” N.D. Cent. Code § 50-22-01(6)

ND Code § 50-22-01(6)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: N.D. Cent. Code § 50-22-02.1 Included in definition of “Professional Fundraiser” N.D. Cent. Code § 50-22-01(6)

FNDRAZE-VENTUR-NS

REGULATORY BODY: Not Specific

ND Code § 50-22-02.1

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Contract must be filed within 10 days of execution: N.D. Cent. Code § 50-22-02.1

FNDRAZE-DDONOR-NS

REGULATORY BODY: Not Specific

ND Code § 50-22-02.1

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: N.D. Cent. Code § 50-22-02.1

FNDRAZE-ANNUAL-NS

REGULATORY BODY: Not Specific

ND Code § 50-22-02.1

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: The professional fundraiser shall also include, as part of the registration statement, a $20,000 bond, with the professional fundraiser as the principal obligor and one or more responsible sureties. N.D. Cent. Code § 50-22-02.1

1 Bifurcation of charitable regulatory body

Registration Office

BIFURCD-REGIOF-NS

2 Notice, Filing or Review of Transactions

Sale of Assets

ND Code § 10-33-122

REPORTS-ASSETS-OT

Mergers

ND Code § 10-33-122

ND Code § 10-33-88

Certificate of Amendments

REPORTS-AMMEND-AG

ND Code § 10-33-18

Does the state require annual financial reporting by charitable organizations in addition to filing a copy of the 990 with the regulator (if filing 990 is required)?

ND Code § 50-22-04

3 Notice or Action for Dissolutions

Voluntary Dissolutions

ND Code § 10-33-122

ND Code § 10-33-100

Judicial Dissolutions

ND Code § 10-33-107

ND Code § 10-33-113

Administrative Dissolutions

DISSOLV-ADMINI-AG

ND Code § 10-33-139

4 Notice, Oversight or Filing of Hospital Conversions

Has Statute

ND Code § 10-33-144

Requires Notice or Oversight

ND Code § 10-33-145

HOSPCON-OVERSI-OT

Requires Filing

HOSPCON-FILING-OT

5 Audits

Requires Audit

AUDITFI-AUDITS-NS

Audit Threshold

AUDITFI-THRESH-NS

6 Registration Law

Registration Law

ND Code § 50-22-01

7 Exemptions from Registering for Specific Organization Types

Religious Organizations

ND Code § 50-22-01(2)(b)(5)

Small organizations

ORGTYPE-SMALLO-NS

Educational Institutions

ND Code § 50-22-01(2)(b)(1)

Governmental Organizations

ND Code § 50-22-01(2)(b)(2)

Hospitals

ORGTYPE-HOSPIT-NS

Veterans organizations

ORGTYPE-VETERA-NS

Foundations

ORGTYPE-FNDYES-NS

Foundations that don’t solicit contributions

ORGTYPE-FNDNOS-NS

Charitable Trusts

ORGTYPE-CTRUST-NS

Parent-Teacher Organizations

ORGTYPE-PTOEDU-NS

Reports to congress

ORGTYPE-CONGRE-NS

Non-soliciting

ND Code § 50-22-01(2)(a)

Fraternal/ Membership

ORGTYPE-MEMFRA-NS

Political Orgs

ND Code § 50-22-01(2)(b)(6)

Other

ND Code § 50-22-01(2)(b)(4))

8 Defined remedies

Dissolution

ND Code § 10-33-107

Removal of Board Members

ND Code § 10-33-37

9 Oversight of professional fundraisers

Does the state require registration by commercial fundraisers?

ND Code § 50-22-02.1