Key Takeaways
- Bylaws are never filed with the North Dakota Secretary of State — they're an internal governance document you keep with your corporate records
- North Dakota allows a board of just one director regardless of how many shareholders the corporation has (10-19.1-33: 'The board must consist of one or more directors') — there's no multi-director minimum tied to shareholder count.
- Required officer positions: a president, secretary, and treasurer at minimum, 'however designated' (10-19.1-52(1)) — a real difference from Minnesota, whose nearly identical Business Corporation Act only requires a CEO and CFO. North Dakota deems 'president' to mean CEO and 'treasurer' to mean CFO unless otherwise provided, but it does require those named roles to exist.
- Absent a contrary bylaw provision, North Dakota's default board quorum is a majority, adjustable by the articles or bylaws (10-19.1-45). The default shareholder quorum is also a majority, similarly adjustable (10-19.1-76).
- If a North Dakota corporation adopts bylaws at all, amendment power defaults to the board, subject to shareholder override via a 5%-or-more shareholder-initiated resolution (10-19.1-31(2)-(3)) — a fairly standard board-first default, notwithstanding how unusual North Dakota is on the bylaws-optional and meeting-optional fronts.
- Same-day bylaws drafting available through LLC Attorney as part of formation, at no markup on state fees
North Dakota's Business Corporation Act shares nearly all of Minnesota's unusual governance defaults — bylaws themselves aren't mandatory, there's no default annual shareholder meeting requirement, cumulative voting is automatic rather than opt-in, and indemnification is a mandatory statutory duty rather than a permissive one — with one real difference: North Dakota requires named president, secretary, and treasurer titles where Minnesota only requires a CEO and CFO.
This guide covers exactly what to include in a North Dakota corporation's bylaws in 2026 — why adopting bylaws is still strongly recommended even though it's technically optional, North Dakota's default rules for directors, officers, meetings, and voting, and the handful of places where North Dakota's statute diverges sharply from the more common Model Act pattern used in most other states.
What Are North Dakota Corporate Bylaws?
Bylaws are your corporation's internal rulebook — they govern how the board, officers, and shareholders operate day to day. Unlike your Articles of Incorporation, bylaws are not filed with the North Dakota Secretary of State — they're an internal governance document you adopt and keep with your corporate records.
North Dakota is unusual: bylaws aren't even mandatory. N.D.C.C. 10-19.1-31(1) states a corporation 'may, but need not, have bylaws.' If you do adopt them (and nearly every corporation should), they're never filed with the Secretary of State — they stay in your corporate records, not on the public record.
Bylaws vs. Articles of Incorporation in North Dakota
Your Articles of Incorporation are a short public document filed with the North Dakota Secretary of State under the North Dakota Business Corporation Act (N.D.C.C. Chapter 10-19.1) that creates the corporation's legal existence — name, registered agent, and authorized shares. Bylaws are a longer, private document that never gets filed anywhere; they spell out how the corporation actually runs.
Amending your Articles of Incorporation requires a formal filing with the North Dakota Secretary of State — amending bylaws (if you have them) requires no state filing and, by default, no shareholder approval, since the board controls amendment unless shareholders trigger the override mechanism.
Board of Directors: North Dakota's Default Rules
North Dakota allows a board of just one director regardless of how many shareholders the corporation has (10-19.1-33: 'The board must consist of one or more directors') — there's no multi-director minimum tied to shareholder count.
Absent a contrary bylaw provision, directors are elected annually. North Dakota's Business Corporation Act is drafted from the same lineage as Minnesota's and is structurally near-identical to it, so its director-election defaults follow the same general pattern.
If a board seat becomes vacant and your bylaws don't specify a filling procedure, North Dakota's default follows the same fill-by-remaining-directors pattern used in Minnesota, given the two acts' shared drafting lineage.
Yes — North Dakota allows one person to be the sole shareholder, sole director, and hold every corporate office simultaneously. Nothing in the Act prohibits it.
Required Officer Positions in North Dakota
a president, secretary, and treasurer at minimum, 'however designated' (10-19.1-52(1)) — a real difference from Minnesota, whose nearly identical Business Corporation Act only requires a CEO and CFO. North Dakota deems 'president' to mean CEO and 'treasurer' to mean CFO unless otherwise provided, but it does require those named roles to exist.
North Dakota permits multiple offices to be held by one individual (10-19.1-55) — a sole owner can be president, secretary, and treasurer at once, which is common for single-shareholder North Dakota corporations.
Meeting, Notice, and Quorum Defaults
North Dakota shares Minnesota's unusual quirk: there is NO default requirement to hold an annual or regular shareholder meeting. 10-19.1-71(1) says regular meetings 'may be held on an annual or other less frequent periodic basis but need not be held unless required by the articles or bylaws.' A shareholder holding 5% or more of voting shares can force a meeting if none has been held within 15 months (or 6 months after fiscal year-end), but absent that demand, a North Dakota corporation can simply never hold a shareholder meeting and remain compliant.
Absent a contrary bylaw provision, North Dakota's default board quorum is a majority, adjustable by the articles or bylaws (10-19.1-45). The default shareholder quorum is also a majority, similarly adjustable (10-19.1-76).
North Dakota requires 10 to 50 days' notice of shareholder meetings (10-19.1-73(3)(a)) — a narrower window than Minnesota's 10-to-60-day range, despite the two states' otherwise near-identical statutory structure.
North Dakota permits unanimous written consent in lieu of a meeting by default (10-19.1-75). Less-than-unanimous consent requires an articles opt-in, and it can never drop below a bare majority of voting power — the same floor structure Minnesota uses.
Voting Procedures Your Bylaws Should Address
North Dakota's default voting standard for board and shareholder action is a majority of those present at a meeting where a quorum exists. Directors are otherwise elected by plurality by default (10-19.1-39(1)).
North Dakota is one of only two states in this research batch (along with Minnesota) where cumulative voting is AUTOMATIC by default, not opt-in. 10-19.1-39(2) states: 'Unless otherwise provided in the articles... each shareholder entitled to vote for directors has the right to cumulate those votes in all elections of directors.' The corporation has to affirmatively opt OUT in the articles, not opt in — the reverse of the more common Model Act default, and exactly the same structure Minnesota uses. Most generic bylaws templates assume opt-in cumulative voting, which is backwards for North Dakota.
North Dakota shareholders may vote by proxy, and your bylaws should specify how proxies are appointed and revoked if you want rules different from the statutory default.
Stock and Shareholder Provisions
North Dakota permits both certificated and uncertificated shares (10-19.1-66) — your bylaws should state which approach the corporation uses and how share records are maintained.
Absent a contrary bylaw provision, North Dakota's default record date follows the same board-set pattern as Minnesota's nearly identical statute, with a statutory fallback if the board sets none.
North Dakota permits reasonable share transfer restrictions, enforceable per 10-19.1-70 if conspicuously noted on the certificate (or equivalent uncertificated-shares notice) and not 'manifestly unreasonable.'
Indemnification of Directors and Officers
North Dakota is one of only two states in this research batch (along with Minnesota) where indemnification is MANDATORY, not merely permissive, once the statutory standard is met. 10-19.1-91(2) states plainly: 'a corporation shall indemnify' a qualifying director or officer, subject to good-faith and no-improper-benefit conditions. This is a real trap if you assume North Dakota — like most states — is permissive-only on indemnification; it isn't.
North Dakota separately authorizes D&O insurance purchase independent of the corporation's indemnification obligations — worth reviewing alongside your bylaws' indemnification section even though the statutory indemnification duty itself is already mandatory rather than merely permissive.
How to Draft Bylaws for Your North Dakota Corporation
If You Do It Yourself
Step 1 — Confirm your Articles of Incorporation are filed first.
Bylaws govern a corporation that already legally exists — file your Articles with the North Dakota Secretary of State before drafting bylaws around them.
Step 2 — Set your board of directors structure.
North Dakota allows a board of just one director regardless of how many shareholders the corporation has (10-19.1-33: 'The board must consist of one or more directors') — there's no multi-director minimum tied to shareholder count. Absent a contrary bylaw provision, directors are elected annually. North Dakota's Business Corporation Act is drafted from the same lineage as Minnesota's and is structurally near-identical to it, so its director-election defaults follow the same general pattern.
Step 3 — Name your required officer positions.
a president, secretary, and treasurer at minimum, 'however designated' (10-19.1-52(1)) — a real difference from Minnesota, whose nearly identical Business Corporation Act only requires a CEO and CFO. North Dakota deems 'president' to mean CEO and 'treasurer' to mean CFO unless otherwise provided, but it does require those named roles to exist. North Dakota permits multiple offices to be held by one individual (10-19.1-55) — a sole owner can be president, secretary, and treasurer at once, which is common for single-shareholder North Dakota corporations.
Step 4 — Set meeting, notice, and quorum rules.
Absent a contrary bylaw provision, North Dakota's default board quorum is a majority, adjustable by the articles or bylaws (10-19.1-45). The default shareholder quorum is also a majority, similarly adjustable (10-19.1-76). North Dakota requires 10 to 50 days' notice of shareholder meetings (10-19.1-73(3)(a)) — a narrower window than Minnesota's 10-to-60-day range, despite the two states' otherwise near-identical statutory structure.
Step 5 — Address voting procedures.
North Dakota's default voting standard for board and shareholder action is a majority of those present at a meeting where a quorum exists. Directors are otherwise elected by plurality by default (10-19.1-39(1)). North Dakota is one of only two states in this research batch (along with Minnesota) where cumulative voting is AUTOMATIC by default, not opt-in. 10-19.1-39(2) states: 'Unless otherwise provided in the articles... each shareholder entitled to vote for directors has the right to cumulate those votes in all elections of directors.' The corporation has to affirmatively opt OUT in the articles, not opt in — the reverse of the more common Model Act default, and exactly the same structure Minnesota uses. Most generic bylaws templates assume opt-in cumulative voting, which is backwards for North Dakota.
Step 6 — Cover stock and shareholder mechanics.
North Dakota permits both certificated and uncertificated shares (10-19.1-66) — your bylaws should state which approach the corporation uses and how share records are maintained.
Step 7 — Include an indemnification provision.
North Dakota is one of only two states in this research batch (along with Minnesota) where indemnification is MANDATORY, not merely permissive, once the statutory standard is met. 10-19.1-91(2) states plainly: 'a corporation shall indemnify' a qualifying director or officer, subject to good-faith and no-improper-benefit conditions. This is a real trap if you assume North Dakota — like most states — is permissive-only on indemnification; it isn't.
Step 8 — Write your amendment procedure.
If a North Dakota corporation adopts bylaws at all, amendment power defaults to the board, subject to shareholder override via a 5%-or-more shareholder-initiated resolution (10-19.1-31(2)-(3)) — a fairly standard board-first default, notwithstanding how unusual North Dakota is on the bylaws-optional and meeting-optional fronts.
Step 9 — Adopt the bylaws at your organizational meeting.
Bylaws are typically adopted by the incorporator or the initial board of directors at the corporation's first organizational meeting, right after the Articles of Incorporation are filed. Adopting bylaws early — before you open a bank account or bring on your first shareholder — keeps your corporate formalities clean from day one, which matters if the corporation's liability shield is ever tested.
Step 10 — Watch for North Dakota-specific bylaws traps.
North Dakota flips several assumptions most bylaws templates make, in almost the exact same ways Minnesota does: bylaws themselves are optional ('may, but need not, have bylaws' under 10-19.1-31), there's no default annual shareholder meeting requirement, cumulative voting is automatic unless the articles opt OUT, and indemnification is mandatory rather than permissive once the good-faith standard is met. Unlike Minnesota, North Dakota does require named president/secretary/treasurer officer titles rather than just a CEO and CFO — the one real difference between these two otherwise nearly-identical statutes.
If LLC Attorney Does It for You
- Submit your corporation's details at llcattorney.com — board structure, officer names, and share structure.
- LLC Attorney drafts bylaws tailored to North Dakota's default corporate law, covering directors, officers, meetings, voting, stock, and indemnification.
- Receive your finished bylaws alongside your Articles of Incorporation, plus access to flat-fee attorney consultations (no retainer) for governance questions as your corporation grows.
When Should You Talk to an Attorney About Your North Dakota Corporation's Bylaws?
Talk to an attorney before finalizing your North Dakota corporation's bylaws if you want to opt OUT of cumulative voting (since North Dakota defaults it on, the opposite of most states), if you want to require regular shareholder meetings that North Dakota's statute doesn't otherwise mandate, or if you're setting up a Shareholder Control Agreement to eliminate the board and want the mechanics drafted correctly.
Is North Dakota a State Where Bylaws Complexity Matters More?
North Dakota is one of the least 'textbook' states in this research, sharing nearly all of Minnesota's unusual defaults: bylaws are optional, annual shareholder meetings aren't required by default, cumulative voting is automatic rather than opt-in, and indemnification is mandatory rather than permissive. The one meaningful difference from Minnesota is officers — North Dakota requires named president/secretary/treasurer titles, while Minnesota only requires a CEO and CFO. A generic multi-state bylaws template written for a typical Model Act state will get several of these points backwards if applied to North Dakota without adjustment.
What You Actually Get With LLC Attorney's North Dakota Bylaws Drafting
Generic bylaws templates are especially risky in North Dakota — they typically assume mandatory annual meetings, opt-in cumulative voting, and permissive-only indemnification, all of which are backwards under Chapter 10-19.1. LLC Attorney drafts bylaws that reflect North Dakota's actual statutory defaults, not a one-size-fits-all template built for a different state's rules.
- Bylaws drafted specifically for North Dakota's corporate code, starting at $49.
- Board, officer, meeting, voting, stock, and indemnification provisions all addressed — not a generic multi-state template.
- Delivered alongside your Articles of Incorporation, so your governance documents are in place from day one.
- Access to professionally trained Business Success Advisors at no charge, plus flat-fee attorney consultations (no retainer) for governance questions.
North Dakota's corporate law is unusually flexible, but that flexibility only helps you if your bylaws are drafted with North Dakota's specific (and sometimes counterintuitive) default rules in mind — LLC Attorney makes sure your governance documents match North Dakota law from day one.
Need Bylaws for Your North Dakota Corporation?
LLC Attorney drafts corporate bylaws tailored to your North Dakota corporation as part of formation, starting at $49, so your governance documents are in place from day one. See our full pricing for all service tiers.
Frequently Asked Questions
No — and in North Dakota's case, bylaws aren't even mandatory to adopt in the first place. N.D.C.C. 10-19.1-31 says a corporation 'may, but need not, have bylaws.' If you do adopt them, they're never filed with the Secretary of State and stay in your corporate records rather than becoming part of the public record.
Your Articles of Incorporation are a short public document filed with the North Dakota Secretary of State that creates the corporation's legal existence — name, registered agent, and authorized shares. Bylaws are a private document (optional under North Dakota law, though recommended) that governs how the board, officers, and shareholders actually operate, and they're never filed anywhere.
North Dakota requires a president, secretary, and treasurer at minimum, however designated (10-19.1-52(1)) — a real difference from Minnesota's nearly identical statute, which only requires a CEO and CFO. One person may hold all three North Dakota titles simultaneously.
If a North Dakota corporation has bylaws, amendment power defaults to the board of directors, subject to shareholder override via a 5%-or-more shareholder-initiated resolution. Since bylaws themselves are optional in North Dakota, it's worth having an explicit amendment clause even though the underlying document isn't statutorily required.
Absent a contrary bylaw provision, North Dakota's default quorum is a majority for both board meetings and shareholder meetings, adjustable by the articles or bylaws (10-19.1-45, 10-19.1-76).
North Dakota's indemnification statute is mandatory, not merely permissive — 10-19.1-91(2) states a corporation 'shall indemnify' a qualifying director or officer once the good-faith standard is met. This matches Minnesota's mandatory approach and is a stronger baseline than most states, which only make indemnification mandatory for a director who successfully defended a claim.
Yes. North Dakota allows one person to be the sole shareholder, sole director, and hold every corporate office simultaneously — nothing in the Act restricts this, and it's a common structure for single-owner North Dakota corporations.
North Dakota doesn't have a separate statutory close-corporation election, but its Shareholder Control Agreements provision (10-19.1-83) lets all shareholders unanimously eliminate the board and run the corporation directly — functionally similar to a close-corporation structure without a formal election requirement.
Yes. LLC Attorney drafts corporate bylaws tailored to your North Dakota corporation as part of formation, starting at $49.