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2016 Op. N.D. Att'y Gen. 1 (2016)

handle is hein.sag/sagnd0094 and id is 1 raw text is: LETTER OPINION 2016-L-01 July 26, 2016 The Honorable Ray Holmberg State Senator 621 High Plains Court Grand Forks, ND 58201-7717 Dear Senator Holmberg: Thank you for asking whether the Circle of Friends Humane Society can require a vote of its patron members for an election of the organization's Board of Directors by signed ballot, or whether such an action requires a recorded roll call vote. It is my opinion that North Dakota Century Code § 44-04-21 (1), requiring a recorded roll call vote for any nonprocedural matters during a public meeting, is applicable only to a governing body, or committee thereof, of a public entity, and does not apply to a vote of the members of a nonprofit corporation. It is further my opinion that N.D.C.C. ch. 10-33 allows members of nonprofit corporations to vote by signed ballots. ANALYSIS During its 2016 Annual Meeting, the Circle of Friends Humane Society's (Humane Society) qualified members voted by signed ballot to elect new directors.' According to the Humane Society by-laws, the Board of Directors are elected at the annual meeting by members eligible to vote; that is, a member who has paid his or her dues and is over 18 years of age.2 1 The Board of Directors has control of and is responsible for the management of the affairs and property of' the Humane Society. By-Laws, Circle of Friends Humane Soc'y, Art. V, section 4. 2 By-Laws, Circle of Friends Humane Soc'y, Art. III, section 1 (voting members are those members who are 18 years of age or older) and section 5 (The privilege of voting is effective immediately upon the Society's receipt of dues and membership application form.); Art. IV, section 1 (The annual meeting of this Society for the election of directors and the transaction of any other business shall be held in January of each year.); and Art. V, section 3 (Directors shall be elected by a plurality of the votes cast by ballot at the Annual Meeting.).

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