North Dakota HOA Statutes: §47-04.1 Explained

North Dakota does not have a comprehensive planned community act. HOAs are governed by a combination of the Condominium Act, the Nonprofit Corporation Act, CC&Rs, and general property law under the Century Code. One recent addition: N.D.C.C. §47-10-02.3 (SB 2229, effective August 1, 2025) — North Dakota's first general HOA statute — requires extensive pre-sale disclosure (assessments, rules, minutes, reserves, budgets, lawsuits, uncured violations, transfer fees), caps buyer liability at the disclosed amounts, and makes the purchase contract voidable until 5 days after the documents are delivered.

Condominium Act (N.D.C.C. §47-04.1-01 to §47-04.1-16)

North Dakota's primary HOA-related statute governs condominiums:

• §47-04.1-01 et seq. — Definitions and creation of condominium ownership
• §47-04.1-11 — Liens against units for common expenses
• §47-04.1-13 — Real property tax and special assessments on each unit
• §47-04.1-14 — Political sign display protection
• §47-04.1-16 — Electric vehicle charging station installation
• The chapter runs from §47-04.1-01 to §47-04.1-16 and applies only to condominiums, not all planned communities

Nonprofit Corporation Act (N.D.C.C. §10-33)

Critical for all nonprofit-organized HOAs:

• §10-33-57 to §10-33-79 — Member provisions: annual meetings (§-65), special meetings (§-66), notice (§-68), voting (§-71), proxies (§-77)
• §10-33-45 — Standard of conduct for directors
• §10-33-80 — Books and records; financial statement (member inspection)
• Provides baseline governance protections for all nonprofit HOAs

Century Code Property Provisions

General property law applies to HOA covenants and enforcement:

• N.D.C.C. Title 47 — Property law including covenants, restrictions, and easements
• North Dakota common law — Good faith obligation in all contracts (including CC&Rs)
• Courts interpret restrictive covenants strictly, favoring the free use of property

North Dakota homeowners have rights under the Nonprofit Corporation Act, the Condominium Act (for condo owners), contract law, and their governing documents.

Record Access Rights (N.D.C.C. §10-33-80)

Under the Nonprofit Corporation Act, members can inspect:

• Articles of incorporation and amendments
• Bylaws and amendments
• Board meeting minutes
• Financial statements and records
• Membership list — a separate, meeting-tied right under §10-33-70 (available from two business days after meeting notice through the meeting, for communication about the meeting)
• Make requests in writing with reasonable specificity

Meeting and Voting Rights

• Annual meeting — Association must hold regular membership meetings
• Notice — Members must receive advance notice of meetings
• Right to vote — On elections, amendments, and special assessments
• Proxy voting — Only if the articles or bylaws affirmatively permit it (N.D.C.C. §10-33-77 — the default is the reverse of most states)
• Special meetings — On written demand of the lesser of 50 members or 10% of voting members, the board must call the meeting within 30 days and hold it within 90 (N.D.C.C. §10-33-66) — a statutory floor, not a bylaws option

Condominium Owner Rights (§47-04.1)

If you own a condominium in North Dakota, you have additional statutory protections:

• Common-area ownership proportional to your unit's interest (§47-04.1-06; voting itself is left to the bylaws — the chapter has no voting provisions)
• Common element access — Right to use common areas
• Assessment protections — Assessments must follow statutory requirements
• Lien protections — Lien procedures must comply with §47-04.1-11

Fair Enforcement Rights

• Directors' duties (N.D.C.C. §10-33-45) — Board members must act in good faith and in the corporation's best interests
• CC&R procedures — You are entitled to whatever procedures your CC&Rs specify
• Uniform application — Rules cannot be selectively enforced
• Strict construction — Ambiguous restrictions are interpreted in your favor

North Dakota HOA board members owe fiduciary duties under the Nonprofit Corporation Act and common law. These duties protect homeowners even in the absence of detailed HOA-specific legislation.

Director Duties (N.D.C.C. §10-33-45)

Each director must:

• Act in good faith
• Act with reasonable care — The care of an ordinarily prudent person in a like position
• Act in the best interests of the corporation
• Be reasonably informed before making decisions
• Disclose conflicts of interest

Governance Requirements

• Hold regular meetings with proper notice
• Maintain corporate records and provide member access
• Manage finances prudently
• Follow articles, bylaws, and CC&Rs
• Conduct fair elections

Enforcement Obligations

• Follow governing document procedures
• Enforce uniformly — Cannot target specific homeowners
• Act within authority — Can only impose penalties authorized by CC&Rs
• Be reasonable — Fines must be proportionate
• No retaliation — Cannot punish homeowners for exercising legal rights

What the Board CANNOT Do

• Cannot impose unauthorized fines
• Cannot skip CC&R procedures
• Cannot selectively enforce
• Cannot deny record access (violates Nonprofit Corporation Act)
• Cannot self-deal without disclosure
• Cannot discriminate (Fair Housing Act)

Because non-condominium HOAs in North Dakota rely so heavily on their governing documents, the amendment process is the most durable way to fix recurring problems. The Nonprofit Corporation Act provides the procedural framework, while the CC&Rs themselves set substantive thresholds.

Who Has Amendment Authority?

• Know who holds the bylaw pen — Under N.D.C.C. §10-33-26, bylaw amendment power sits with the board unless the articles reserve it to members (members retain proposal/override rights via the lesser of 50 members or 10%); CC&R amendments follow the declaration's own member-vote terms
• Supermajority thresholds — Most North Dakota CC&Rs require 67% to 75% of votes to amend
• Bylaw amendments often easier — Frequently only majority vote, depending on the bylaws themselves
• Rules and regulations — The board can usually adopt or change these without member vote

Calling a Special Meeting in North Dakota

Under the Nonprofit Corporation Act (N.D.C.C. §10-33), members generally retain the right to demand special meetings:

• Petition threshold — The lesser of 50 members or 10% of members with voting rights (N.D.C.C. §10-33-66(1)(b)) — set by statute, not left to your bylaws
• Written demand — Submit a written petition with the proposed agenda
• Board duty to call — The board must cause the meeting to be called within 30 days of receiving the demand and held no later than 90 days after receipt; if it fails, the demanding members may call it themselves at the association's expense (§10-33-66(2))
• Notice to members — All members must receive advance notice with the proposed action

Practical Strategy: Reform from Within

If your community has recurring enforcement problems, the durable answer is often governing-document reform. Steps:

1. Identify the problematic provisions in the CC&Rs, bylaws, or rules
2. Draft proposed amendments with help from a North Dakota real estate attorney
3. Build coalition support — Required because supermajority approval is needed for CC&Rs
4. Request the membership roster under N.D.C.C. §10-33 for amendment outreach
5. Run candidates for the board — Often complementary to amendment efforts

North Dakota's HOA disputes are decided primarily under contract and property law. Several doctrines repeatedly favor homeowners — knowing them by name (and knowing which ones NOT to plead) strengthens your written arguments.

Strict Construction of Restrictive Covenants

North Dakota follows the general rule that restrictive covenants are construed strictly against the party seeking enforcement:

• Ambiguous CC&R provisions are read in favor of the homeowner's free use of property
• The board cannot expand a restriction beyond its plain language
• Subjective standards ("unsightly," "objectionable," "reasonable") are vulnerable as too vague to enforce uniformly
• Where the conduct is not clearly prohibited, the homeowner generally prevails

Good Faith: What North Dakota Law Actually Provides

An important caution other guides get wrong: the North Dakota Supreme Court has applied the implied covenant of good faith and fair dealing only to insurance contracts (WFND, LLC v. Fargo Marc, LLC, 2007 ND 67) — do not plead it as a standalone claim against your HOA. The good-faith arguments that DO hold up in North Dakota:

• Directors' statutory duties — N.D.C.C. §10-33-45 requires board members to act in good faith, in the corporation's best interests, with ordinary prudent care — arbitrary or retaliatory enforcement sits poorly with all three
• Contra proferentem (N.D.C.C. §9-07-19) — any ambiguity in the CC&Rs "is interpreted most strongly against the party who caused the uncertainty to exist" — the drafter, i.e., the association
• Strict construction of restrictions — North Dakota construes restrictive covenants in favor of the free use of land (Ceynar v. Barth, 2017 ND 286), though courts won't use the rule to defeat a covenant's obvious purpose
• Equitable doctrines — waiver, estoppel, laches, and abandonment (below) carry the selective-enforcement argument

Equitable Estoppel, Waiver, and Laches

These doctrines protect homeowners against unfair surprise enforcement:

• Estoppel — If the HOA allowed similar conduct in the past, it may be barred from enforcing now
• Waiver — Sustained non-enforcement waives the right to enforce a particular restriction
• Laches — Unreasonable enforcement delay, combined with prejudice to the homeowner, defeats enforcement

Business Judgment Rule — and Its Limits

North Dakota HOA boards can claim business judgment protection for good-faith decisions. But the rule has limits:

• Decisions must be informed (the board must have considered the facts)
• Decisions must be in good faith (not motivated by personal animus)
• Decisions must be within the board's authority
• Procedural defects (skipping required notice or hearings) defeat business judgment protection