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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

                                   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.


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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