55A-8-01. Requirement for and duties of board.
(a) Except as provided in subsection (c) of this section, each corporation shall have a board of directors.
(b) All corporate powers shall be exercised by or under the authority of, and the affairs of the corporation managed under the direction of, its board of directors, except as otherwise provided in the articles of incorporation.
(c) A corporation may dispense with or limit the authority of a board of directors by describing in its articles of incorporation who will perform some or all of the duties of a board of directors; but no such limitation upon the authority which the board of directors would otherwise have shall be effective against other persons without actual knowledge of such limitation.
(d) To the extent the articles of incorporation vests authority of the board of directors in an individual or group other than the board of directors, the individual or group in the exercise of such authority shall be deemed to be acting as the board of directors for all purposes of this Chapter. (1955, c. 1230; 1985 (Reg. Sess., 1986), c. 801, s. 18; 1993, c. 398, s. 1.)
Structure North Carolina General Statutes
North Carolina General Statutes
Chapter 55A - North Carolina Nonprofit Corporation Act
Article 8 - Directors and Officers.
§ 55A-8-01 - Requirement for and duties of board.
§ 55A-8-02 - Qualifications of directors.
§ 55A-8-03 - Number of directors.
§ 55A-8-04 - Election, designation, and appointment of directors.
§ 55A-8-05 - Terms of directors generally.
§ 55A-8-06 - Staggered terms for directors.
§ 55A-8-07 - Resignation of directors.
§ 55A-8-08 - Removal of directors elected by members or directors.
§ 55A-8-09 - Removal of designated or appointed directors.
§ 55A-8-10 - Removal of directors by judicial proceeding.
§ 55A-8-11 - Vacancy on board.
§ 55A-8-12 - Compensation of directors.
§ 55A-8-20 - Regular and special meetings.
§ 55A-8-21 - Action without meeting.
§ 55A-8-22 - Notice of meetings.
§ 55A-8-23 - Waiver of notice.
§ 55A-8-24 - Quorum and voting.
§ 55A-8-25 - Committees of the board.
§ 55A-8-30 - General standards for directors.
§ 55A-8-31 - Director conflict of interest.
§ 55A-8-32 - Loans to or guaranties for directors and officers.
§ 55A-8-33 - Liability for unlawful loans or distributions.
§ 55A-8-41 - Duties of officers.
§ 55A-8-42 - Standards of conduct for officers.
§ 55A-8-43 - Resignation and removal of officers.
§ 55A-8-44 - Contract rights of officers.
§ 55A-8-50 - Policy statement and definitions.
§ 55A-8-51 - Authority to indemnify.
§ 55A-8-52 - Mandatory indemnification.
§ 55A-8-53 - Advance for expenses.
§ 55A-8-54 - Court-ordered indemnification.
§ 55A-8-55 - Determination and authorization of indemnification.
§ 55A-8-56 - Indemnification of officers, employees, and agents.
§ 55A-8-57 - Additional indemnification and insurance.