North Carolina General Statutes
Chapter 55A - North Carolina Nonprofit Corporation Act

§ 55A-1-32 - Penalties imposed upon corporations, officers, and directors for failure to answer interrogatories. - 55A-1-32. Penalties imposed upon corporations, officers, and directors for failure...

§ 55A-1-33 - Information disclosed by interrogatories. - 55A-1-33. Information disclosed by interrogatories. Interrogatories propounded by the Secretary...

§ 55A-1-40 - Chapter definitions. - 55A-1-40. Chapter definitions. In this Chapter unless otherwise specifically provided:...

§ 55A-1-41 - Notice. - 55A-1-41. Notice. (a) Notice under this Chapter shall be in...

§ 55A-1-50 - Private Foundations. - 55A-1-50. Private Foundations. Except where otherwise determined by a court...

§ 55A-1-60 - Judicial relief. - 55A-1-60. Judicial relief. (a) If for any reason it is...

§ 55A-1-70 - Electronic transactions. - 55A-1-70. Electronic transactions. (a) A corporation may conduct a transaction...

Article 2 - Organization.

§ 55A-2-01 - Incorporators. - 55A-2-01. Incorporators. One or more persons may act as the...

§ 55A-2-02 - Articles of incorporation. - 55A-2-02. Articles of incorporation. (a) The articles of incorporation shall...

§ 55A-2-03 - Incorporation. - 55A-2-03. Incorporation. (a) Unless a delayed effective date is specified,...

§ 55A-2-05 - Organization of corporation. - 55A-2-05. Organization of corporation. (a) After incorporation: (1) If initial...

§ 55A-2-06 - Bylaws. - 55A-2-06. Bylaws. (a) The incorporators or board of directors of...

§ 55A-2-07 - Emergency bylaws. - 55A-2-07. Emergency bylaws. (a) Unless the articles of incorporation provide...

Article 3 - Purposes and Powers.

§ 55A-3-01 - Purposes. - 55A-3-01. Purposes. (a) Every corporation incorporated under this Chapter has...

§ 55A-3-02 - General powers. - 55A-3-02. General powers. (a) Unless its articles of incorporation or...

§ 55A-3-03 - Emergency powers. - 55A-3-03. Emergency powers. (a) In anticipation of or during an...

§ 55A-3-04 - Ultra vires. - 55A-3-04. Ultra vires. (a) Except as provided in subsection (b)...

§ 55A-3-05 - Exercise of corporate franchises not granted. - 55A-3-05. Exercise of corporate franchises not granted. The Attorney General...

§ 55A-3-06 - Special powers; public parks and drives and certain recreational corporations. - 55A-3-06. Special powers; public parks and drives and certain recreational...

§ 55A-3-07 - Certain corporations subject to Public Records Act and Open Meetings Law. - 55A-3-07. Certain corporations subject to Public Records Act and Open...

Article 5 - Office and Agent.

§ 55A-5-01 - Registered office and registered agent. - 55A-5-01. Registered office and registered agent. Each corporation must maintain...

§ 55A-5-02.1 - Transferred to § 55A-16-23 by Session Laws 2001-358, s48(d). - 55A-5-02.1: Transferred to 55A-16-23 by Session Laws 2001-358, s. 48(d).

Article 6 - Members and Memberships.

§ 55A-6-01 - Members. - 55A-6-01. Members. (a) A corporation may have one or more...

§ 55A-6-20 - Designations, qualifications, rights, and obligations of members. - 55A-6-20. Designations, qualifications, rights, and obligations of members. If a...

§ 55A-6-21 - Prohibition of stock. - 55A-6-21. Prohibition of stock. A corporation shall neither authorize nor...

§ 55A-6-22 - Member's liability to third parties. - 55A-6-22. Member's liability to third parties. A member of a...

§ 55A-6-23 - Member's liability for dues, assessments, and fees. - 55A-6-23. Member's liability for dues, assessments, and fees. A member...

§ 55A-6-24 - Creditor's action against member. - 55A-6-24. Creditor's action against member. (a) A creditor of a...

§ 55A-6-30 - Resignation. - 55A-6-30. Resignation. (a) Any member may resign at any time....

§ 55A-6-31 - Termination, expulsion, and suspension. - 55A-6-31. Termination, expulsion, and suspension. (a) No member of a...

§ 55A-6-40 - Delegates. - 55A-6-40. Delegates. (a) A corporation may provide in its articles...

Article 7 - Members' Meetings and Voting; Derivative Proceedings.

§ 55A-7-01 - Annual and regular meetings. - 55A-7-01. Annual and regular meetings. (a) A corporation having members...

§ 55A-7-02 - Special meeting. - 55A-7-02. Special meeting. (a) A corporation with members shall hold...

§ 55A-7-03 - Court-ordered meeting. - 55A-7-03. Court-ordered meeting. (a) The superior court of the county...

§ 55A-7-04 - Action by written consent. - 55A-7-04. Action by written consent. (a) Action required or permitted...

§ 55A-7-05 - Notice of meeting. - 55A-7-05. Notice of meeting. (a) A corporation shall give notice...

§ 55A-7-06 - Waiver of notice. - 55A-7-06. Waiver of notice. (a) A member may waive any...

§ 55A-7-07 - Record date. - 55A-7-07. Record date. (a) The bylaws of a corporation may...

§ 55A-7-08 - Member action by written ballot or electronic voting without a meeting. - 55A-7-08. Member action by written ballot or electronic voting without...

§ 55A-7-09 - Remote participation in meetings; meetings held solely by remote participation. - 55A-7-09. Remote participation in meetings; meetings held solely by remote...

§ 55A-7-20 - Members' list for meeting. - 55A-7-20. Members' list for meeting. (a) After fixing a record...

§ 55A-7-21 - Voting entitlement generally. - 55A-7-21. Voting entitlement generally. (a) Unless the articles of incorporation...

§ 55A-7-22 - Quorum requirements. - 55A-7-22. Quorum requirements. (a) Unless this Chapter, the articles of...

§ 55A-7-23 - Voting requirements. - 55A-7-23. Voting requirements. (a) Unless this Chapter, the articles of...

§ 55A-7-24 - Proxies. - 55A-7-24. Proxies. (a) Unless the articles of incorporation or bylaws...

§ 55A-7-25 - Voting for directors; cumulative voting. - 55A-7-25. Voting for directors; cumulative voting. (a) Unless otherwise provided...

§ 55A-7-26 - Other methods of electing directors. - 55A-7-26. Other methods of electing directors. A corporation may provide...

§ 55A-7-27 - Corporation's acceptance of votes. - 55A-7-27. Corporation's acceptance of votes. (a) If the name signed...

§ 55A-7-30 - Voting agreements. - 55A-7-30. Voting agreements. (a) Two or more members may provide...

§ 55A-7-40 - Derivative proceedings. - 55A-7-40. Derivative proceedings. (a) An action may be brought in...

Article 8 - Directors and Officers.

§ 55A-8-01 - Requirement for and duties of board. - 55A-8-01. Requirement for and duties of board. (a) Except as...

§ 55A-8-02 - Qualifications of directors. - 55A-8-02. Qualifications of directors. The articles of incorporation or bylaws...

§ 55A-8-03 - Number of directors. - 55A-8-03. Number of directors. (a) A board of directors shall...

§ 55A-8-04 - Election, designation, and appointment of directors. - 55A-8-04. Election, designation, and appointment of directors. (a) If the...

§ 55A-8-05 - Terms of directors generally. - 55A-8-05. Terms of directors generally. (a) The articles of incorporation...

§ 55A-8-06 - Staggered terms for directors. - 55A-8-06. Staggered terms for directors. The articles of incorporation or...

§ 55A-8-07 - Resignation of directors. - 55A-8-07. Resignation of directors. (a) A director may resign at...

§ 55A-8-08 - Removal of directors elected by members or directors. - 55A-8-08. Removal of directors elected by members or directors. (a)...

§ 55A-8-09 - Removal of designated or appointed directors. - 55A-8-09. Removal of designated or appointed directors. (a) A designated...

§ 55A-8-10 - Removal of directors by judicial proceeding. - 55A-8-10. Removal of directors by judicial proceeding. (a) The superior...

§ 55A-8-11 - Vacancy on board. - 55A-8-11. Vacancy on board. (a) Unless the articles of incorporation...

§ 55A-8-12 - Compensation of directors. - 55A-8-12. Compensation of directors. Unless the articles of incorporation provide...

§ 55A-8-20 - Regular and special meetings. - 55A-8-20. Regular and special meetings. (a) The board of directors...

§ 55A-8-21 - Action without meeting. - 55A-8-21. Action without meeting. (a) Unless the articles of incorporation...

§ 55A-8-22 - Notice of meetings. - 55A-8-22. Notice of meetings. (a) Unless the articles of incorporation...

§ 55A-8-23 - Waiver of notice. - 55A-8-23. Waiver of notice. (a) A director may waive any...

§ 55A-8-24 - Quorum and voting. - 55A-8-24. Quorum and voting. (a) Except as otherwise provided in:...

§ 55A-8-25 - Committees of the board. - 55A-8-25. Committees of the board. (a) Unless the articles of...

§ 55A-8-30 - General standards for directors. - 55A-8-30. General standards for directors. (a) A director shall discharge...

§ 55A-8-31 - Director conflict of interest. - 55A-8-31. Director conflict of interest. (a) A conflict of interest...

§ 55A-8-32 - Loans to or guaranties for directors and officers. - 55A-8-32. Loans to or guaranties for directors and officers. No...

§ 55A-8-33 - Liability for unlawful loans or distributions. - 55A-8-33. Liability for unlawful loans or distributions. (a) The liabilities...

§ 55A-8-40 - Officers. - 55A-8-40. Officers. (a) A corporation has the officers described in...

§ 55A-8-41 - Duties of officers. - 55A-8-41. Duties of officers. Each officer has the authority and...

§ 55A-8-42 - Standards of conduct for officers. - 55A-8-42. Standards of conduct for officers. (a) An officer with...

§ 55A-8-43 - Resignation and removal of officers. - 55A-8-43. Resignation and removal of officers. (a) An officer may...

§ 55A-8-44 - Contract rights of officers. - 55A-8-44. Contract rights of officers. (a) The appointment of an...

§ 55A-8-50 - Policy statement and definitions. - 55A-8-50. Policy statement and definitions. (a) It is the public...

§ 55A-8-51 - Authority to indemnify. - 55A-8-51. Authority to indemnify. (a) Except as provided in subsection...

§ 55A-8-52 - Mandatory indemnification. - 55A-8-52. Mandatory indemnification. Unless limited by its articles of incorporation,...

§ 55A-8-53 - Advance for expenses. - 55A-8-53. Advance for expenses. Expenses incurred by a director in...

§ 55A-8-54 - Court-ordered indemnification. - 55A-8-54. Court-ordered indemnification. Unless a corporation's articles of incorporation provide...

§ 55A-8-55 - Determination and authorization of indemnification. - 55A-8-55. Determination and authorization of indemnification. (a) A corporation shall...

§ 55A-8-56 - Indemnification of officers, employees, and agents. - 55A-8-56. Indemnification of officers, employees, and agents. Unless a corporation's...

§ 55A-8-57 - Additional indemnification and insurance. - 55A-8-57. Additional indemnification and insurance. (a) In addition to and...

§ 55A-8-58 - Application of Part. - 55A-8-58. Application of Part. (a) If articles of incorporation limit...

§ 55A-8-60 - Immunity. - 55A-8-60. Immunity. (a) In addition to the immunity that is...

Article 10 - Amendment of Articles of Incorporation and Bylaws.

§ 55A-10-01 - Authority to amend. - 55A-10-01. Authority to amend. (a) A corporation may amend its...

§ 55A-10-02 - Amendment by board of directors. - 55A-10-02. Amendment by board of directors. (a) Unless the articles...

§ 55A-10-03 - Amendment by directors and members. - 55A-10-03. Amendment by directors and members. (a) If the corporation...

§ 55A-10-04 - Class voting by members on amendments. - 55A-10-04. Class voting by members on amendments. (a) The members...

§ 55A-10-05 - Articles of amendment. - 55A-10-05. Articles of amendment. A corporation amending its articles of...

§ 55A-10-06 - Restated articles of incorporation. - 55A-10-06. Restated articles of incorporation. (a) A corporation's board of...

§ 55A-10-07 - Effect of amendment. - 55A-10-07. Effect of amendment. An amendment to articles of incorporation...

§ 55A-10-20 - Amendment by directors. - 55A-10-20. Amendment by directors. If a corporation has no members...

§ 55A-10-21 - Amendment by directors and members. - 55A-10-21. Amendment by directors and members. (a) If the corporation...

§ 55A-10-22 - Class voting by members on amendments. - 55A-10-22. Class voting by members on amendments. (a) The members...

§ 55A-10-30 - Approval by third persons. - 55A-10-30. Approval by third persons. The articles of incorporation or...

Article 11 - Merger.

§ 55A-11-01 - Approval of plan of merger. - 55A-11-01. Approval of plan of merger. (a) Subject to the...

§ 55A-11-02 - Limitations on mergers by charitable or religious corporations. - 55A-11-02. Limitations on mergers by charitable or religious corporations. (a)...

§ 55A-11-03 - Action on plan. - 55A-11-03. Action on plan. (a) Unless this Chapter, the articles...

§ 55A-11-04 - Articles of merger. - 55A-11-04. Articles of merger. (a) After a plan of merger...

§ 55A-11-05 - Effect of merger. - 55A-11-05. Effect of merger. (a) When a merger pursuant to...

§ 55A-11-06 - Merger with foreign corporation. - 55A-11-06. Merger with foreign corporation. (a) Except as provided in...

§ 55A-11-07 - Devises and gifts. - 55A-11-07. Devises and gifts. Any devise, gift, grant, or promise...

§ 55A-11-08 - Merger with business corporation. - 55A-11-08. Merger with business corporation. (a) One or more domestic...

§ 55A-11-09 - Merger with unincorporated entity. - 55A-11-09. Merger with unincorporated entity. (a) As used in this...

§ 55A-11-10 - Merger with certain charitable or religious corporation or hospital authority. - 55A-11-10. Merger with certain charitable or religious corporation or hospital...

Article 11A - Conversions.

§ 55A-11A-10 - Conversion. - 55A-11A-10. Conversion. A charitable or religious corporation may convert to...

Article 12 - Transfer of Assets.

§ 55A-12-01 - Sale of assets in regular course of activities and mortgage of assets. - 55A-12-01. Sale of assets in regular course of activities and...

§ 55A-12-02 - Sale of assets other than in regular course of activities. - 55A-12-02. Sale of assets other than in regular course of...

Article 13 - Distributions.

§ 55A-13-01 - Prohibited distributions. - 55A-13-01. Prohibited distributions. Except as authorized by G.S. 55A-13-02 or...

§ 55A-13-02 - Authorized distributions. - 55A-13-02. Authorized distributions. (a) A corporation may pay reasonable amounts...

Article 14 - Dissolution.

§ 55A-14-01 - Dissolution by incorporators or directors prior to commencement of activities. - 55A-14-01. Dissolution by incorporators or directors prior to commencement of...

§ 55A-14-02 - Dissolution by directors, members, and third persons. - 55A-14-02. Dissolution by directors, members, and third persons. (a) Unless...

§ 55A-14-03 - Plan of dissolution. - 55A-14-03. Plan of dissolution. (a) The plan of dissolution approved...

§ 55A-14-04 - Articles of dissolution. - 55A-14-04. Articles of dissolution. (a) At any time after dissolution...

§ 55A-14-05 - Revocation of dissolution. - 55A-14-05. Revocation of dissolution. (a) A corporation may revoke its...

§ 55A-14-06 - Effect of dissolution. - 55A-14-06. Effect of dissolution. (a) A dissolved corporation continues its...

§ 55A-14-07 - Known claims against dissolved corporation. - 55A-14-07. Known claims against dissolved corporation. (a) A dissolved corporation...

§ 55A-14-08 - Unknown and certain other claims against dissolved corporation. - 55A-14-08. Unknown and certain other claims against dissolved corporation. (a)...

§ 55A-14-09 - Enforcement of claims. - 55A-14-09. Enforcement of claims. (a) A claim under G.S. 55A-14-07...

§ 55A-14-20 - Grounds for administrative dissolution. - 55A-14-20. Grounds for administrative dissolution. The Secretary of State may...

§ 55A-14-21 - Procedure for and effect of administrative dissolution. - 55A-14-21. Procedure for and effect of administrative dissolution. (a) If...

§ 55A-14-22 - Reinstatement following administrative dissolution. - 55A-14-22. Reinstatement following administrative dissolution. (a) A corporation administratively dissolved...

§ 55A-14-23 - Appeal from denial of reinstatement. - 55A-14-23. Appeal from denial of reinstatement. (a) If the Secretary...

§ 55A-14-24 - Inapplicability of Administrative Procedure Act. - 55A-14-24. Inapplicability of Administrative Procedure Act. The Administrative Procedure Act...

§ 55A-14-30 - Grounds for judicial dissolution. - 55A-14-30. Grounds for judicial dissolution. (a) The superior court may...

§ 55A-14-31 - Procedure for judicial dissolution. - 55A-14-31. Procedure for judicial dissolution. (a) Venue for a proceeding...

§ 55A-14-32 - Receivership. - 55A-14-32. Receivership. (a) A court in a judicial proceeding brought...

§ 55A-14-33 - Decree of dissolution. - 55A-14-33. Decree of dissolution. (a) If, after a hearing, the...

§ 55A-14-40 - Disposition of amounts due to unavailable members and creditors. - 55A-14-40. Disposition of amounts due to unavailable members and creditors....

Article 14A - Reorganization.

§ 55A-14A-01 - Fundamental changes in reorganization proceedings. - 55A-14A-01. Fundamental changes in reorganization proceedings. (a) Whenever a plan...

Article 15 - Foreign Corporations.

§ 55A-15-01 - Authority to conduct affairs required. - 55A-15-01. Authority to conduct affairs required. (a) A foreign corporation...

§ 55A-15-02 - Consequences of conducting affairs without authority. - 55A-15-02. Consequences of conducting affairs without authority. (a) No foreign...

§ 55A-15-03 - Application for certificate of authority. - 55A-15-03. Application for certificate of authority. (a) A foreign corporation...

§ 55A-15-04 - Amended certificate of authority. - 55A-15-04. Amended certificate of authority. (a) A foreign corporation authorized...

§ 55A-15-05 - Effect of certificate of authority. - 55A-15-05. Effect of certificate of authority. (a) A certificate of...

§ 55A-15-07 - Registered office and registered agent of foreign corporation. - 55A-15-07. Registered office and registered agent of foreign corporation. Each...

§ 55A-15-20 - Withdrawal of foreign corporation. - 55A-15-20. Withdrawal of foreign corporation. (a) A foreign corporation authorized...

§ 55A-15-21 - Withdrawal of foreign corporation by reason of a merger, consolidation, or conversion. - 55A-15-21. Withdrawal of foreign corporation by reason of a merger,...

§ 55A-15-30 - Grounds for revocation. - 55A-15-30. Grounds for revocation. (a) The Secretary of State may...

§ 55A-15-31 - Procedure and effect of revocation. - 55A-15-31. Procedure and effect of revocation. (a) If the Secretary...

§ 55A-15-32 - Appeal from revocation. - 55A-15-32. Appeal from revocation. (a) A foreign corporation may appeal...

§ 55A-15-33 - Inapplicability of Administrative Procedure Act. - 55A-15-33. Inapplicability of Administrative Procedure Act. The Administrative Procedure Act...

Article 16 - Records and Reports.

§ 55A-16-01 - Corporate records. - 55A-16-01. Corporate records. (a) A corporation shall keep as permanent...

§ 55A-16-02 - Inspection of records by members. - 55A-16-02. Inspection of records by members. (a) A member is...

§ 55A-16-03 - Scope of inspection rights. - 55A-16-03. Scope of inspection rights. (a) A member's agent or...

§ 55A-16-04 - Court-ordered inspection. - 55A-16-04. Court-ordered inspection. (a) If a corporation does not allow...

§ 55A-16-05 - Limitations on use of membership list. - 55A-16-05. Limitations on use of membership list. Without consent of...

§ 55A-16-20 - Financial statements for members. - 55A-16-20. Financial statements for members. (a) Except as provided in...

§ 55A-16-21 - Notice of indemnification to members. - 55A-16-21. Notice of indemnification to members. If a corporation indemnifies...

§ 55A-16-23 - Principal office address. - 55A-16-23. Principal office address. (a) Any corporation that does not...

§ 55A-16-24 - Financial statements for the public. - 55A-16-24. Financial statements for the public. (a) Notwithstanding any provisions...

Article 17 - Transition and Curative Provisions.

§ 55A-17-01 - Applicability of Chapter. - 55A-17-01. Applicability of Chapter. (a) The provisions of this Chapter...

§ 55A-17-02 - Certain religious, etc., associations deemed incorporated. - 55A-17-02. Certain religious, etc., associations deemed incorporated. In all cases...

§ 55A-17-03 - Saving provisions. - 55A-17-03. Saving provisions. (a) The existence of corporations formed before...

§ 55A-17-04 - Severability. - 55A-17-04. Severability. If any provision of this Chapter or its...

§ 55A-17-05 - Validation of amendments to corporate charters extending corporate existence; limitation of actions; intent. - 55A-17-05. Validation of amendments to corporate charters extending corporate existence;...

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North Carolina General Statutes Chapter 55A - North Carolina Nonprofit Corporation Act

North Carolina General Statutes
Chapter 55A - North Carolina Nonprofit Corporation Act