55-8-32. Loans to directors.
(a) Except as provided by subsection (c), a corporation may not directly or indirectly lend money to or guarantee the obligation of a director of the corporation unless:
(1) The particular loan or guarantee is approved by a majority of the votes represented by the outstanding voting shares of all classes, voting as a single voting group, except the votes of shares owned by or voted under the control of the benefited director; or
(2) The corporation's board of directors determines that the loan or guarantee benefits the corporation and either approves the specific loan or guarantee or a general plan authorizing loans and guarantees.
(b) The fact that a loan or guarantee is made in violation of this section does not affect the borrower's liability on the loan.
(c) This section does not apply to loans and guarantees authorized by statute regulating any special class of corporations.
(d) For purposes of this section, a loan or guarantee is made indirectly to or for a director if such director has an indirect interest in the loan or guarantee as defined in G.S. 55-8-31 (b). (1955, c. 1371, s. 1; 1959, c. 1316, s. 6; 1961, c. 198; 1969, c. 751, s. 9; 1989, c. 265, s. 1.)
Structure North Carolina General Statutes
North Carolina General Statutes
Chapter 55 - North Carolina Business Corporation Act
Article 8 - Directors and Officers.
§ 55-8-01 - Requirement for and duties of board of directors.
§ 55-8-02 - Qualifications of directors.
§ 55-8-03 - Number and election of directors.
§ 55-8-04 - Election of directors by certain classes of shareholders.
§ 55-8-05 - Terms of directors generally.
§ 55-8-06 - Staggered terms for directors.
§ 55-8-07 - Resignation of directors.
§ 55-8-08 - Removal of directors by shareholders.
§ 55-8-09 - Removal of directors by judicial proceeding.
§ 55-8-11 - Compensation of directors.
§ 55-8-21 - Action without meeting.
§ 55-8-22 - Notice of meeting.
§ 55-8-24 - Quorum and voting.
§ 55-8-26 - Submission of matters for shareholder vote.
§ 55-8-30 - General standards for directors.
§ 55-8-31 - Director conflict of interest.
§ 55-8-32 - Loans to directors.
§ 55-8-33 - Liability for unlawful distributions.
§ 55-8-41 - Duties of officers.
§ 55-8-42 - Standards of conduct for officers.
§ 55-8-43 - Resignation and removal of officers.
§ 55-8-44 - Contract rights of officers.
§ 55-8-50 - Policy statement and definitions.
§ 55-8-51 - Authority to indemnify.
§ 55-8-52 - Mandatory indemnification.
§ 55-8-53 - Advance for expenses.
§ 55-8-54 - Court-ordered indemnification.
§ 55-8-55 - Determination and authorization of indemnification.
§ 55-8-56 - Indemnification of officers, employees, and agents.