North Dakota Century Code Title 10. Corporations § 10-32.1-55. Merger, conversion, and domestication--Definitions

a. With respect to a domestic organization, the following chapters of this code which govern the internal affairs of the organization:

b. With respect to a foreign organization, the laws of the jurisdiction under which the organization is created and which govern the internal affairs of the organization.

a. For a domestic or foreign general partnership, its partnership agreement;

b. For a limited partnership or foreign limited partnership, its certificate of limited partnership and partnership agreement;

c. For a domestic or foreign limited liability company, its certificate or articles of organization and operating agreement, or comparable records as provided in its governing statute;

d. For a business trust, its agreement of trust and declaration of trust;

e. For a domestic or foreign corporation for profit, its articles of incorporation, bylaws, and other agreements among its shareholders which are authorized by its governing statute, or comparable records as provided in its governing statute; and

f. For any other organization, the basic records that create the organization and determine its internal governance and the relations among the persons that own it, have an interest in it, or are members of it.

a. By the governing statute solely by reason of the person co-owning, having an interest in, or being a member of the organization; or

b. By the organizational documents of the organization under a provision of the governing statute authorizing those documents to make one or more specified persons liable for all or specified debts, obligations, or other liabilities of the organization solely by reason of the person or persons co-owning, having an interest, or interests in, or being a member, or members of the organization.

a. May pre-exist the merger; or

b. May be created by the merger.