55A-8-05. Terms of directors generally.
(a) The articles of incorporation or bylaws may specify the terms of directors. In the absence of a contrary provision in the articles of incorporation or bylaws, the term of each director shall be one year, and directors may serve successive terms.
(b) A decrease in the number of directors or term of office does not shorten an incumbent director's term.
(c) Except as provided in the articles of incorporation or bylaws:
(1) The term of a director filling a vacancy in the office of a director elected by members expires at the next election of directors by members; and
(2) The term of a director filling any other vacancy expires at the end of the unexpired term that such director is filling.
(d) Despite the expiration of a director's term, the director continues to serve until the director's successor is elected, designated, or appointed and qualifies, or until there is a decrease in the number of directors. (1955, c. 1230; 1973, c. 192, ss. 1, 2; 1985 (Reg. Sess., 1986), c. 801, ss. 19-21; 1993, c. 398, s. 1; 1995, c. 509, s. 28.)
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.