reglab/housing_qa huggingface dataset:
NC Gen Stat § 55-8-23 (2021)
2021 North Carolina General Statutes|Chapter 55 - North Carolina Business Corporation Act|Article 8 - Directors and Officers.|§ 55-8-23 - Waiver of notice.

 55-8-23. Waiver of notice.(a) A director may waive any notice required by this Chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. Except as provided by subsection (b), the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records.(b) A director's attendance at or participation in a meeting waives any required notice to him of the meeting unless the director at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. (1955, c. 1371, s. 1; 1969, c. 751, s. 12; 1973, c. 469, s. 8; 1989, c. 265, s. 1.)
NC Gen Stat § 55-8-24 (2021)
2021 North Carolina General Statutes|Chapter 55 - North Carolina Business Corporation Act|Article 8 - Directors and Officers.|§ 55-8-24 - Quorum and voting.

 55-8-24. Quorum and voting.(a) Unless the articles of incorporation or bylaws provide for a greater or lesser number or unless otherwise expressly provided in this Chapter, a quorum of a board of directors consists of a majority of the number of directors specified in or fixed in accordance with the articles of incorporation or bylaws.(b) The quorum of the board of directors provided in the articles of incorporation or bylaws shall not consist of less than one-third of the number of directors specified in or fixed in accordance with the articles of incorporation or bylaws.(c) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors or unless otherwise expressly provided in this Chapter.(d) A director who is present at a meeting of the board of directors or a committee or subcommittee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless any of the following requirements are met:(1) The director objects at the beginning of the meeting, or promptly upon the director's arrival, to holding it or transacting business at the meeting.(2) The director's dissent or abstention from the action taken is entered in the minutes of the meeting.(3) The director files written notice of the director's dissent or abstention with the presiding officer of the meeting before its adjournment or with the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.  (Code, s. 681; 1901, c. 2, ss. 33, 52; Rev., s. 1192; C.S., s. 1179; 1927, c. 121; 1933, c. 354, s. 1; G.S., s. 55-116; 1955, c. 1371, s. 1; 1959, c. 1316, s. 35; 1969, c. 751, s. 12; 1973, c. 469, s. 8; 1989, c. 265, s. 1; 2018-45, s. 8; 2021-106, s. 3(a).)
NC Gen Stat § 55-8-25 (2021)
2021 North Carolina General Statutes|Chapter 55 - North Carolina Business Corporation Act|Article 8 - Directors and Officers.|§ 55-8-25 - Committees.

 55-8-25. Committees.(a) Unless this Chapter, the articles of incorporation, or the bylaws provide otherwise, a board of directors may create one or more committees and appoint one or more members of the board of directors to serve on the committee. Unless otherwise provided in the articles of incorporation, the bylaws, or the resolution of the board of directors designating the committee, a committee, by action of a majority of its members then in office when the action is taken, may create one or more subcommittees consisting of one or more members of the committee and delegate to the one or more subcommittees any or all of the powers and authority of the committee.(b) Unless this Chapter provides otherwise, the creation of a committee and appointment of members to it shall be approved by the greater of either of the following:(1) A majority of all the directors in office when the action is taken.(2) The number of directors required by the articles of incorporation or bylaws to take action under G.S. 55-8-24.(b1) The creation and appointment of a committee pursuant to G.S. 55-7-44(b)(2) may be approved in the manner set forth in G.S. 55-7-44(b)(2).(c) G.S. 55-8-20 through G.S. 55-8-24 apply both to committees and subcommittees of the board of directors and to their members.(d) To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the authority of the board of directors under G.S. 55-8-01.(e) A committee shall not, however, do any of the following:(1) Authorize or approve distributions, except according to a formula or method, or within limits, prescribed by the board of directors.(2) Approve or propose to shareholders action that this act requires be approved by shareholders.(3) Fill vacancies on the board of directors or on any of its committees.(4) Amend articles of incorporation pursuant to G.S. 55-10-02.(5) Adopt, amend, or repeal bylaws.(6) Approve a plan of merger not requiring shareholder approval.(f) The creation of, delegation of authority to, or action by a committee or subcommittee does not alone constitute compliance by a director with the standards of conduct described in G.S. 55-8-30.(g) The board of directors may appoint one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee, or a subcommittee of the committee, during the member's absence or disqualification.  (1955, c. 1371, s. 1; 1969, c. 751, s. 13; 1973, c. 1087, ss. 1, 2; 1989, c. 265, s. 1; 2005-268, s. 10; 2007-385, s. 1; 2018-45, s. 9.)
NC Gen Stat § 55-8-26 (2021)
2021 North Carolina General Statutes|Chapter 55 - North Carolina Business Corporation Act|Article 8 - Directors and Officers.|§ 55-8-26 - Submission of matters for shareholder vote.

 55-8-26. Submission of matters for shareholder vote.A corporation may agree to submit a matter to a vote of its shareholders even if, after approving the matter, the board of directors determines it no longer recommends the matter.  (2013-153, s. 7.)
NC Gen Stat § 55-8-30 (2021)
2021 North Carolina General Statutes|Chapter 55 - North Carolina Business Corporation Act|Article 8 - Directors and Officers.|§ 55-8-30 - General standards for directors.

 55-8-30. General standards for directors.(a) A director shall discharge the director's duties as a director, including the director's duties as a member of a committee or subcommittee, in accordance with all of the following:(1) In good faith.(2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances.(3) In a manner the director reasonably believes to be in the best interests of the corporation.(b) In discharging the duties of a director's office, a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by any of the following:(1) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented.(2) Legal counsel, public accountants, or other persons as to matters the director reasonably believes are within their professional or expert competence.(3) A committee or subcommittee of the board of directors of which the director is not a member if the director reasonably believes the committee or subcommittee merits confidence.(c) A director is not entitled to the benefit of subsection (b) of this section if the director has actual knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) of this section unwarranted.(d) A director is not liable for (i) any action taken as a director, or any failure to take any action, if the director performed the duties of the director's office in compliance with this section or (ii) any failure to offer the corporation the right to have or participate in a business opportunity prior to the pursuit or taking of the opportunity by the director or other person if the corporation's articles of incorporation include a provision authorized by G.S. 55-2-02(b)(4) and the procedures and approvals required by the provision, if any, were complied with or obtained prior to the pursuit or taking of the opportunity by the director or other person. The duties of a director weighing a change of control situation shall not be any different, nor the standard of care any higher, than otherwise provided in this section.(e) A director's personal liability for monetary damages for breach of a duty as a director may be limited or eliminated only to the extent permitted in G.S. 55-2-02(b)(3), and a director may be entitled to indemnification against liability and expenses pursuant to Part 5 of Article 8 of this Chapter.  (1955, c. 1371, s. 1; 1989, c. 265, s. 1; 1993, c. 552, s. 11; 2018-45, s. 10.)
NC Gen Stat § 55-8-32 (2021)
2021 North Carolina General Statutes|Chapter 55 - North Carolina Business Corporation Act|Article 8 - Directors and Officers.|§ 55-8-32 - Loans to directors.

 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.)
NC Gen Stat § 55-8-33 (2021)
2021 North Carolina General Statutes|Chapter 55 - North Carolina Business Corporation Act|Article 8 - Directors and Officers.|§ 55-8-33 - Liability for unlawful distributions.

 55-8-33. Liability for unlawful distributions.(a) A director who votes for or assents to a distribution made in violation of G.S. 55-6-40 or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating G.S. 55-6-40 or the articles of incorporation if it is established that he did not perform his duties in compliance with G.S. 55-8-30. In any proceeding commenced under this section, a director has all of the defenses ordinarily available to a director.(b) A director held liable under subsection (a) for an unlawful distribution is entitled to:(1) Contribution from every other director who could be held liable under subsection (a) for the unlawful distribution; and(2) Reimbursement from each shareholder for the amount the shareholder accepted knowing the distribution was made in violation of G.S. 55-6-40 or the articles of incorporation.(c) A proceeding under subsection (a) is barred unless it is commenced within three years after the date on which the effect of the distribution was measured under G.S. 55-6-40(e) or (g). (Code, s. 681; 1901, c. 2, ss. 33, 52; Rev., s. 1192; C.S., s. 1179; 1927, c. 121; 1933, c. 354, s. 1; G.S., s. 55-116; 1955, c. 1371, s. 1; 1959, c. 1316, s. 35; 1989, c. 265, s. 1.)
NC Gen Stat § 55-8-40 (2021)
2021 North Carolina General Statutes|Chapter 55 - North Carolina Business Corporation Act|Article 8 - Directors and Officers.|§ 55-8-40 - Officers.

 55-8-40. Officers.(a) A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws.(b) A duly appointed officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board of directors.(c) The secretary or any assistant secretary or any one or more other officers designated by the bylaws or the board of directors shall have the responsibility and authority to maintain and authenticate the records of the corporation.(d) The same individual may simultaneously hold more than one office in a corporation, but no individual may act in more than one capacity where action of two or more officers is required.(e) Whenever a specific office is referred to in this Chapter, it shall be deemed to include any individual who, alone or collectively with one or more other individuals, holds or occupies such office. (1901, c. 2, ss. 15, 16, 17; Rev., ss. 1149, 1150, 1151; C.S., s. 1145; G.S., s. 55-49; 1955, c. 1371, s. 1; 1959, c. 1316, s. 9; 1973, c. 1217; 1989, c. 265, s. 1; 1989 (Reg. Sess., 1990), c. 1024, s. 12.13.)
NC Gen Stat § 55-8-41 (2021)
2021 North Carolina General Statutes|Chapter 55 - North Carolina Business Corporation Act|Article 8 - Directors and Officers.|§ 55-8-41 - Duties of officers.

 55-8-41. Duties of officers.Each officer has the authority and duties set forth in the bylaws or, to the extent consistent with the bylaws, the authority and duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the authority and duties of other officers. (1901, c. 2, ss. 15, 16, 17; Rev., ss. 1149, 1150, 1151; C.S., s. 1145; G.S., s. 55-49; 1955, c. 1371, s. 1; 1959, c. 1316, s. 9; 1973, c. 1217; 1989, c. 265, s. 1.)
NC Gen Stat § 55-8-42 (2021)
2021 North Carolina General Statutes|Chapter 55 - North Carolina Business Corporation Act|Article 8 - Directors and Officers.|§ 55-8-42 - Standards of conduct for officers.

 55-8-42. Standards of conduct for officers.(a) An officer with discretionary authority shall discharge his duties under that authority:(1) In good faith;(2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and(3) In a manner he reasonably believes to be in the best interests of the corporation.(b) In discharging his duties an officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:(1) One or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented; or(2) Legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within their professional or expert competence.(c) An officer is not entitled to the benefit of subsection (b) if he has actual knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted.(d) An officer is not liable for (i) any action taken as an officer, or any failure to take any action, if the officer performed the duties of the officer's office in compliance with this section or (ii) any failure to offer the corporation the right to have or participate in a business opportunity prior to the pursuit or taking of the opportunity by the officer or other person if the corporation's articles of incorporation include a provision authorized by G.S. 55-2-02(b)(4) and the procedures and approvals required by the provision, if any, were complied with or obtained prior to the pursuit or taking of the opportunity by the officer or other person.(e) An officer may be entitled to indemnification against liability and expenses pursuant to Part 5 of Article 8 of this Chapter.  (1955, c. 1371, s. 1; 1989, c. 265, s. 1; 2018-45, s. 12.)
NC Gen Stat § 55-8-43 (2021)
2021 North Carolina General Statutes|Chapter 55 - North Carolina Business Corporation Act|Article 8 - Directors and Officers.|§ 55-8-43 - Resignation and removal of officers.

 55-8-43. Resignation and removal of officers.(a) An officer may resign at any time by communicating his resignation to the corporation. A resignation is effective when it is communicated unless it specifies in writing a later effective time. If a resignation is made effective at a later time and the corporation accepts the future effective time, its board of directors or the appointing officer may fill the pending vacancy before the effective time if the board of directors or the appointing officer provides that the successor does not take office until the effective time.(b) An officer may be removed at any time with or without cause by (i) the board of directors, (ii) the appointing officer, unless the bylaws or the board of directors provide otherwise, or (iii) any other officer if authorized by the bylaws or the board of directors.(c) In this section, "appointing officer" means the officer, including any successor to that officer, who appointed the officer resigning or being removed. (1901, c. 2, ss. 15, 16, 17; Rev., ss. 1149, 1150, 1151; C.S., s. 1145; G.S., s. 55-49; 1955, c. 1371, s. 1; 1959, c. 1316, s. 9; 1973, c. 1217; 1989, c. 265, s. 1; 2005-268, s. 12.)
NC Gen Stat § 55-8-44 (2021)
2021 North Carolina General Statutes|Chapter 55 - North Carolina Business Corporation Act|Article 8 - Directors and Officers.|§ 55-8-44 - Contract rights of officers.

 55-8-44. Contract rights of officers.(a) The appointment of an officer does not itself create contract rights.(b) An officer's removal does not itself affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer. (1901, c. 2, ss. 15, 16, 17; Rev., ss. 1149, 1150, 1151; C.S., s. 1145; G.S., s. 55-49; 1955, c. 1371, s. 1; 1959, c. 1316, s. 9; 1973, c. 1217; 1989, c. 265, s. 1.)
NC Gen Stat § 55-8-51 (2021)
2021 North Carolina General Statutes|Chapter 55 - North Carolina Business Corporation Act|Article 8 - Directors and Officers.|§ 55-8-51 - Authority to indemnify.

 55-8-51. Authority to indemnify.(a) Except as provided in subsection (d), a corporation may indemnify an individual made a party to a proceeding because he is or was a director against liability incurred in the proceeding if:(1) He conducted himself in good faith; and(2) He reasonably believed (i) in the case of conduct in his official capacity with the corporation, that his conduct was in its best interests; and (ii) in all other cases, that his conduct was at least not opposed to its best interests; and(3) In the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful.(b) A director's conduct with respect to an employee benefit plan for a purpose he reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection (a)(2)(ii).(c) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of no contest or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section.(d) A corporation may not indemnify a director under this section:(1) In connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or(2) In connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him.(e) Indemnification permitted under this section in connection with a proceeding by or in the right of the corporation that is concluded without a final adjudication on the issue of liability is limited to reasonable expenses incurred in connection with the proceeding.(f) The authorization, approval or favorable recommendation by the board of directors of a corporation of indemnification, as permitted by this section, shall not be deemed an act or corporate transaction in which a director has a conflict of interest, and no such indemnification shall be void or voidable on such ground. (1955, c. 1371, s. 1; 1969, c. 797, s. 2; 1973, c. 469, s. 6; 1985 (Reg. Sess., 1986), c. 1027, s. 39; 1989, c. 265, s. 1.)
NC Gen Stat § 55-8-52 (2021)
2021 North Carolina General Statutes|Chapter 55 - North Carolina Business Corporation Act|Article 8 - Directors and Officers.|§ 55-8-52 - Mandatory indemnification.

 55-8-52. Mandatory indemnification.Unless limited by its articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he is or was a director of the corporation against reasonable expenses incurred by him in connection with the proceeding. (1955, c. 1371, s. 1; 1969, c. 797, ss. 2, 3; 1973, c. 469, s. 6; 1985 (Reg. Sess., 1986), c. 1027, ss. 39, 40; 1989, c. 265, s. 1.)
NC Gen Stat § 55-8-53 (2021)
2021 North Carolina General Statutes|Chapter 55 - North Carolina Business Corporation Act|Article 8 - Directors and Officers.|§ 55-8-53 - Advance for expenses.

 55-8-53. Advance for expenses.Expenses incurred by a director in defending a proceeding may be paid by the corporation in advance of the final disposition of such proceeding as authorized by the board of directors in the specific case or as authorized or required under any provision in the articles of incorporation or bylaws or by any applicable resolution or contract upon receipt of an undertaking by or on behalf of the director to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation against such expenses. (1955, c. 1371, s. 1; 1969, c. 797, s. 1; 1973, c. 469, s. 5; 1985 (Reg. Sess., 1986), c. 1027, ss. 35-38; 1989, c. 265, s. 1.)
NC Gen Stat § 55-8-54 (2021)
2021 North Carolina General Statutes|Chapter 55 - North Carolina Business Corporation Act|Article 8 - Directors and Officers.|§ 55-8-54 - Court-ordered indemnification.

 55-8-54. Court-ordered indemnification.Unless a corporation's articles of incorporation provide otherwise, a director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court after giving any notice the court considers necessary may order indemnification if it determines:(1) The director is entitled to mandatory indemnification under G.S. 55-8-52, in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification; or(2) The director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not he met the standard of conduct set forth in G.S. 55-8-51 or was adjudged liable as described in G.S. 55-8-51(d), but if he was adjudged so liable his indemnification is limited to reasonable expenses incurred. (1955, c. 1371, s. 1; 1969, c. 797, ss. 2, 3; 1973, c. 469, s. 6; 1985 (Reg. Sess., 1986), c. 1027, ss. 39, 40; 1989, c. 265, s. 1.)