10-33-02. Application and election

10-33-02. Application and election

1. This chapter applies to all nonprofit corporations incorporated for a purpose for which

a corporation might be incorporated under this chapter.

2. A corporation in existence before August 1, 1997, which has incorporated under

chapters 10-24, 10-25, 10-26, 10-27, and 10-28 as they existed on July 31, 1997, or

any other chapter that provides that corporations incorporated under that chapter and

governed by the nonprofit corporation laws of this state, may elect after July 31, 1997,

and before August 1, 1998, to become governed by this chapter.

a. If the articles of an electing corporation include a provision prohibited by this

chapter or omit a provision required by this chapter or are otherwise inconsistent

with this chapter, the electing corporation shall amend its articles to conform to

the requirements of this chapter. The appropriate provisions of the corporation's

articles or bylaws or the law by which it was governed before the effective date of

the election made pursuant to this section control the manner of adoption of the

amendment.

b. An election by a corporation to become governed by this chapter must be made

by resolution approved by the affirmative vote of the members with voting rights

of the same proportion that is required for amendment of the articles of the

corporation before the election.

(1) If there are no members with voting rights, the corporation must elect to be

governed by this chapter by a resolution adopted by a majority vote of the

directors entitled to vote at a meeting of the board, with proper notice given.

The notice must include a statement that a purpose of the meeting is to

consider an election to become governed by this chapter.

(2) The original of the resolution, and articles of amendment if required, must be

filed with the secretary of state.

(a) The resolution and articles of amendment become effective upon

acceptance by the secretary of state.

(b) If no amendment of the articles is required, the resolution must state

that the articles of the corporation conform to the requirements of this

chapter.

c. Upon filing an election pursuant to this section, all provisions of the bylaws that

are consistent with this chapter remain or become effective and all provisions of

the bylaws that are inconsistent with this chapter cease to be effective.

3. After July 31, 1998, this chapter applies to all existing corporations incorporated under

any chapter of this code providing for the incorporation of corporations for a purpose or

purposes for which a corporation might be incorporated under this chapter or which

are otherwise to be governed by the nonprofit corporation laws of this state.

a. All provisions of the articles and bylaws of the corporation which may be included

in the articles or bylaws under this chapter remain in effect, and all provisions of

the articles and bylaws of the corporation which are inconsistent with this chapter

cease to be effective on August 1, 1998.

b. Any provisions required by this chapter to be contained in the articles that do not

appear in the articles are read into them as a matter of law.