10-32.1-61. Conversion

10-32.1-61. Conversion 1. An organization other than a limited liability company may convert to a limited liability company, and a limited liability company may convert to another organization other than a general partnership as provided in this section, sections 10-32.1-62 through 10-32.1-66, and 10-32.1-71 and a plan of conversion, if: a. The governing statute of the other organization authorizes the conversion; b. The conversion is not prohibited by the law of the jurisdiction that enacted the governing statute; and c. The other organization complies with its governing statute in effecting the conversion. 2. For the purposes of sections 10-32.1-61 through 10-32.1-66 and 10-32.1-71, unless the context otherwise requires: a. "Act of the board" means action by the board as provided in section 10-32.1-39 whether: (1) At a meeting of the board; or (2) By a written action of the board. b. "Act of the members" means action by the members as provided in section 10-32.1-39 whether: (1) At a meeting of the members; or (2) By a written action of the members. c. "Certificate of creation" means: (1) A certificate of incorporation, if the converted organization is a corporation deemed to be incorporated under chapter 10-19.1; (2) A certificate of organization, if the converted organization is a limited liability company deemed to be organized under this chapter; (3) A certificate of limited partnership, if the converted organization is a limited partnership deemed to be formed under chapter 45-10.2; (4) The filed registration of a limited liability partnership, if the converted organization is a limited liability partnership deemed to be established under chapter 45-22; or (5) A certificate of limited liability limited partnership, if the converted organization is a limited liability limited partnership deemed to be formed under chapter 45-23. d. "Date of origin" means the date on which: (1) A corporation which is: (a) The converting organization was incorporated; or (b) The converted organization is deemed to be incorporated; (2) A limited liability company which is: (a) The converting organization was organized; or (b) The converted organization is deemed to be organized; (3) A general partnership that is the converting organization was formed; (4) A limited partnership which is: (a) The converting organization was formed; or (b) The converted organization is deemed to be formed; (5) A limited liability partnership which is: (a) The converting organization was formed; or (b) The converted organization is deemed to be formed; and (6) A limited liability limited partnership which is: (a) The converting organization was formed; or (b) The converted organization is deemed to be formed. e. "Filed registration" means the registration of a limited liability partnership which has been filed with the secretary of state. f. "General partnership" means an organization formed by two or more persons under chapters 45-13 through 45-21. g. "Organizational records" means for an organization that is: (1) A corporation, its articles of incorporation and bylaws; (2) A limited liability company, its articles of organization, operating agreement or bylaws, and any member-control agreement; (3) A limited partnership, its partnership agreement; (4) A limited liability partnership, its partnership agreement; or (5) A limited liability limited partnership, its partnership agreement. h. "Originating records" has the meaning provided in subsection 39 of section 10-32.1-02.