reglab/housing_qa huggingface dataset:
NC Gen Stat § 55A-8-52 (2021)
2021 North Carolina General Statutes|Chapter 55A - North Carolina Nonprofit Corporation Act|Article 8 - Directors and Officers.|§ 55A-8-52 - Mandatory indemnification.

 55A-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 proceedings to which the director was a party because he is or was a director of the corporation against reasonable expenses actually incurred by the director in connection with the proceeding. (1977, c. 236, s. 2; 1993, c. 398, s. 1.)
NC Gen Stat § 55A-8-53 (2021)
2021 North Carolina General Statutes|Chapter 55A - North Carolina Nonprofit Corporation Act|Article 8 - Directors and Officers.|§ 55A-8-53 - Advance for expenses.

 55A-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 the director is entitled to be indemnified by the corporation against such expenses. (1977, c. 236, s. 2; 1985 (Reg. Sess., 1986), c. 801, ss. 15, 16; 1993, c. 398, s. 1.)
NC Gen Stat § 55A-8-54 (2021)
2021 North Carolina General Statutes|Chapter 55A - North Carolina Nonprofit Corporation Act|Article 8 - Directors and Officers.|§ 55A-8-54 - Court-ordered indemnification.

 55A-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. 55A-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 whole or in part, in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in G.S. 55A-8-51 or was adjudged liable as described in G.S. 55A-8-51(d), but if the director was adjudged so liable, such indemnification is limited to reasonable expenses incurred. (1977, c. 236, s. 2; 1993, c. 398, s. 1.)
NC Gen Stat § 55A-8-55 (2021)
2021 North Carolina General Statutes|Chapter 55A - North Carolina Nonprofit Corporation Act|Article 8 - Directors and Officers.|§ 55A-8-55 - Determination and authorization of indemnification.

 55A-8-55. Determination and authorization of indemnification.(a) A corporation shall not indemnify a director under G.S. 55A-8-51 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in G.S. 55A-8-51.(b) The determination shall be made:(1) By the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding;(2) If a quorum cannot be obtained under subdivision (1) of this subsection, by a majority vote of a committee duly designated by the board of directors (in which designation directors who are parties may participate), consisting solely of two or more directors not at the time parties to the proceeding;(3) By special legal counsel (i) selected by the board of directors or its committee in the manner prescribed in subdivision (1) or (2) of this subsection; or (ii) if a quorum of the board cannot be obtained under subdivision (1) of this subsection and a committee cannot be designated under subdivision (2) of this subsection, selected by majority vote of the full board (in which selection directors who are parties may participate); or(4) By the members, but directors who are at the time parties to the proceeding shall not vote on the determination.(c) Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subdivision (b)(3) of this section to select counsel. (1977, c. 236, s. 2; 1993, c. 398, s. 1.)
NC Gen Stat § 55A-8-56 (2021)
2021 North Carolina General Statutes|Chapter 55A - North Carolina Nonprofit Corporation Act|Article 8 - Directors and Officers.|§ 55A-8-56 - Indemnification of officers, employees, and agents.

 55A-8-56. Indemnification of officers, employees, and agents.Unless a corporation's articles of incorporation provide otherwise:(1) An officer of the corporation is entitled to mandatory indemnification under G.S. 55A-8-52, and is entitled to apply for court-ordered indemnification under G.S. 55A-8-54, in each case to the same extent as a director;(2) The corporation may indemnify and advance expenses under this Part to an officer, employee, or agent of the corporation to the same extent as to a director; and(3) A corporation may also indemnify and advance expenses to an officer, employee, or agent to the extent, consistent with public policy, that may be provided by its articles of incorporation, bylaws, general or specific action of its board of directors, or contract. (1977, c. 236, s. 2; 1993, c. 398, s. 1.)
NC Gen Stat § 55A-8-57 (2021)
2021 North Carolina General Statutes|Chapter 55A - North Carolina Nonprofit Corporation Act|Article 8 - Directors and Officers.|§ 55A-8-57 - Additional indemnification and insurance.

 55A-8-57. Additional indemnification and insurance.(a) In addition to and separate and apart from the indemnification provided for in G.S. 55A-8-51, 55A-8-52, 55A-8-54, 55A-8-55, and 55A-8-56, a corporation may in its articles of incorporation or bylaws or by contract or resolution indemnify or agree to indemnify any one or more of its directors, officers, employees, or agents against liability and expenses in any proceeding (including without limitation a proceeding brought by or on behalf of the corporation itself) arising out of their status as such or their activities in any of the foregoing capacities; provided, however, that a corporation shall not indemnify or agree to indemnify a person against liability or expenses the person may incur on account of his activities which were at the time taken, known, or believed by the person to be clearly in conflict with the best interests of the corporation or if the person received an improper personal benefit. A corporation may likewise and to the same extent indemnify or agree to indemnify any person who, at the request of the corporation, is or was serving as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise or as a trustee or administrator under an employee benefit plan. Any provision in any articles of incorporation, bylaw, contract, or resolution permitted under this section may include provisions for recovery from the corporation of reasonable costs, expenses, and attorneys' fees in connection with the enforcement of rights to indemnification granted therein and may further include provisions establishing reasonable procedures for determining and enforcing the rights granted therein.(b) A corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by him in that capacity or arising from his status as a director, officer, employee, or agent, whether or not the corporation would have power to indemnify him against the same liability under any provision of this Chapter. (1977, c. 236, s. 2; 1985 (Reg. Sess., 1986), c. 801, ss. 15, 16; 1993, c. 398, s. 1.)
NC Gen Stat § 55A-8-58 (2021)
2021 North Carolina General Statutes|Chapter 55A - North Carolina Nonprofit Corporation Act|Article 8 - Directors and Officers.|§ 55A-8-58 - Application of Part.

 55A-8-58. Application of Part.(a) If articles of incorporation limit indemnification or advance for expenses, indemnification and advance for expenses are valid only to the extent consistent with the articles of incorporation.(b) This Part does not limit a corporation's power to pay or reimburse expenses incurred by a director in connection with appearing as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to the proceeding. (1993, c. 398, s. 1.)
NC Gen Stat § 55A-8-60 (2021)
2021 North Carolina General Statutes|Chapter 55A - North Carolina Nonprofit Corporation Act|Article 8 - Directors and Officers.|§ 55A-8-60 - Immunity.

 55A-8-60. Immunity.(a) In addition to the immunity that is authorized in G.S. 55A-2-02(b)(4), a person serving as a director or officer of a nonprofit corporation shall be immune individually from civil liability for monetary damages, except to the extent covered by insurance, for any act or failure to act arising out of this service, except where the person:(1) Is compensated for his services beyond reimbursement for expenses;(2) Was not acting within the scope of his official duties;(3) Was not acting in good faith;(4) Committed gross negligence or willful or wanton misconduct that resulted in the damage or injury;(5) Derived an improper personal financial benefit from the transaction;(6) Incurred the liability from the operation of a motor vehicle; or(7) Is a defendant in an action brought under G.S. 55A-8-33.The immunity in this subsection may be limited or eliminated by a provision in the articles of incorporation, but only with respect to acts or omissions occurring on or after the effective date of such provision.  (b) The immunity in subsection (a) of this section is personal to the directors and officers, and does not immunize the corporation against liability for the acts or omissions of the directors or officers.(c) Without diminishing the applicability of any other provisions of this Chapter, "nonprofit corporation" as referred to in this section shall include any credit union chartered under the laws of this State, the laws of any other state, or under the laws of the United States. (1987, c. 799, s. 3; 1989, c. 472; 1993, c. 398, s. 1.)
NC Gen Stat § 55A-10-01 (2021)
2021 North Carolina General Statutes|Chapter 55A - North Carolina Nonprofit Corporation Act|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 articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation or to delete a provision not required in the articles of incorporation. Whether a provision is required or permitted in the articles of incorporation is determined as of the effective date of the amendment.(b) A member of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, distribution entitlement, or purpose or duration of the corporation. (1955, c. 1230; 1993, c. 398, s. 1.)
NC Gen Stat § 55A-10-02 (2021)
2021 North Carolina General Statutes|Chapter 55A - North Carolina Nonprofit Corporation Act|Article 10 - Amendment of Articles of Incorporation and Bylaws.|§ 55A-10-02 - Amendment by board of directors.

 55A-10-02. Amendment by board of directors.(a) Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's articles of incorporation without member approval:(1) To delete the names and addresses of the initial directors;(2) To delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the Secretary of State;(3) To change the corporate name by substituting the word "corporation", "incorporated", "company", "limited", or the abbreviation "corp.", "inc.", "co.", or "ltd.", for a similar word or abbreviation in the name, or by adding, deleting or changing a geographical attribution to the name; or(4) To make any other change expressly permitted by this Chapter to be made by director action.(b) If a corporation has no members entitled to vote thereon, its incorporators, until directors have been chosen, and thereafter its board of directors, may adopt one or more amendments to the corporation's articles of incorporation subject to any approval required pursuant to G.S. 55A-10-30. The corporation shall provide at least five days' written notice of any meeting at which an amendment is to be voted upon. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the articles of incorporation and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment shall be approved by a majority of the directors in office at the time the amendment is adopted. (1955, c. 1230; 1981, c. 372; 1985 (Reg. Sess., 1986), c. 801, ss. 36, 37; 1993, c. 398, s. 1.)
NC Gen Stat § 55A-10-03 (2021)
2021 North Carolina General Statutes|Chapter 55A - North Carolina Nonprofit Corporation Act|Article 10 - Amendment of Articles of Incorporation and Bylaws.|§ 55A-10-03 - Amendment by directors and members.

 55A-10-03. Amendment by directors and members.(a) If the corporation has members entitled to vote thereon, then, unless this Chapter, the articles of incorporation, bylaws, the members (acting pursuant to subsection (b) of this section), or the board of directors (acting pursuant to subsection (c) of this section) require a greater vote or voting by class, an amendment to a corporation's articles of incorporation to be adopted shall be approved:(1) By the board or in lieu thereof in writing by the number or proportion of members entitled under G.S. 55A-7-02(a)(2) to call a special meeting to consider such amendment;(2) By the members entitled to vote thereon by two-thirds of the votes cast or a majority of the votes entitled to be cast on the amendment, whichever is less; and(3) In writing by any person or persons whose approval is required by a provision of the articles of incorporation authorized by G.S. 55A-10-30.(b) The members entitled to vote thereon may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or on any other basis.(c) If the board initiates an amendment to the articles of incorporation or board approval is required by subsection (a) of this section to adopt an amendment to the articles of incorporation, the board may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or any other basis.(d) If the board or the members seek to have the amendment approved by the members entitled to vote thereon at a membership meeting, the corporation shall give notice of the membership meeting to those members in accordance with G.S. 55A-7-05. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.(e) If the board or the members seek to have the amendment approved by the members entitled to vote thereon by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment. (1955, c. 1230; 1981, c. 372; 1985 (Reg. Sess., 1986), c. 801, ss. 36, 37; 1993, c. 398, s. 1; 1995, c. 400, s. 4.)
NC Gen Stat § 55A-10-04 (2021)
2021 North Carolina General Statutes|Chapter 55A - North Carolina Nonprofit Corporation Act|Article 10 - Amendment of Articles of Incorporation and Bylaws.|§ 55A-10-04 - Class voting by members on amendments.

 55A-10-04. Class voting by members on amendments.(a) The members of a class in a charitable or religious corporation are entitled to vote as a class on a proposed amendment to the articles of incorporation if the amendment would affect the rights of that class as to voting in a manner that is different from the manner in which the amendment would affect another class.(b) The members of a class in a corporation other than a charitable or religious corporation are entitled to vote as a class on a proposed amendment to the articles of incorporation if the amendment would:(1) Affect the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer of memberships in a manner that is different from the manner in which the amendment would affect another class;(2) Affect the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer of memberships by changing the rights, privileges, preferences, restrictions, or conditions of another class;(3) Increase or decrease the number of memberships authorized for that class;(4) Increase the number of memberships authorized for another class;(5) Effect an exchange, reclassification, or termination of the memberships of that class; or(6) Authorize a new class of memberships.(c) If a class is to be divided into two or more classes as a result of an amendment to the articles of incorporation, the amendment shall be approved by the members of each class that would be created by the amendment.(d) If a class vote is required to approve an amendment to the articles of incorporation of a corporation, the amendment shall be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the votes entitled to be cast by the class on the amendment, whichever is less.(e) A class of members is entitled to the voting rights granted by this section although the articles of incorporation and bylaws provide that the class shall not vote on the proposed amendment. (1993, c. 398, s. 1.)
NC Gen Stat § 55A-10-05 (2021)
2021 North Carolina General Statutes|Chapter 55A - North Carolina Nonprofit Corporation Act|Article 10 - Amendment of Articles of Incorporation and Bylaws.|§ 55A-10-05 - Articles of amendment.

 55A-10-05. Articles of amendment.A corporation amending its articles of incorporation shall deliver to the Secretary of State for filing articles of amendment setting forth:(1) The name of the corporation;(2) The text of each amendment adopted;(3) The date of each amendment's adoption;(4) If approval of members was not required, a statement to that effect and a brief explanation of why member action was not required, and a statement that the amendment was approved by a sufficient vote of the board of directors or incorporators;(5) If approval by members was required, a statement that member approval was obtained as required by this Chapter;(6) If approval of the amendment by some person or persons other than the members, the board, or the incorporators is required pursuant to G.S. 55A-10-30, a statement that the approval was obtained. (1955, c. 1230; 1993, c. 398, s. 1.)
NC Gen Stat § 55A-10-06 (2021)
2021 North Carolina General Statutes|Chapter 55A - North Carolina Nonprofit Corporation Act|Article 10 - Amendment of Articles of Incorporation and Bylaws.|§ 55A-10-06 - Restated articles of incorporation.

 55A-10-06. Restated articles of incorporation.(a) A corporation's board of directors may restate its articles of incorporation at any time with or without approval by members or any other person.(b) The restated articles of incorporation may include one or more amendments to the articles of incorporation. If the restated articles of incorporation include an amendment requiring approval by the members or any other person, it shall be adopted as provided in G.S. 55A-10-03.(c) If the board of directors submits restated articles of incorporation for member action, the corporation shall notify in writing each member entitled to vote on the proposed amendment of the membership meeting in accordance with G.S. 55A-7-05. The notice shall (i) state that the purpose, or one of the purposes, of the meeting is to consider the proposed restated articles of incorporation, (ii) contain or be accompanied by a copy of the proposed restated articles of incorporation, and (iii) identify any amendment or other change they would make in the articles of incorporation.(d) If the restated articles of incorporation include an amendment requiring approval pursuant to G.S. 55A-10-30, the board of directors shall submit the restated articles of incorporation for such approval.(e) A corporation restating its articles of incorporation shall deliver to the Secretary of State for filing articles of restatement which shall:(1) Set forth the name of the corporation;(2) Attach as an exhibit thereto the text of the restated articles of incorporation;(3) State whether the restated articles of incorporation contain an amendment to the articles of incorporation requiring member approval and, if they do not, that the board of directors adopted the restated articles of incorporation;(4) If the restated articles of incorporation contain an amendment to the articles of incorporation requiring member approval, state that member approval was obtained as required by this Chapter; and(5) If the restated articles of incorporation contain an amendment to the articles of incorporation requiring approval by a person whose approval is required pursuant to G.S. 55A-10-30, state that such approval was obtained.(f) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.(g) The Secretary of State may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the other information required by subsection (e) of this section. (1965, c. 762; 1993, c. 398, s. 1.)
NC Gen Stat § 55A-10-07 (2021)
2021 North Carolina General Statutes|Chapter 55A - North Carolina Nonprofit Corporation Act|Article 10 - Amendment of Articles of Incorporation and Bylaws.|§ 55A-10-07 - Effect of amendment.

 55A-10-07. Effect of amendment.An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, any requirement or limitation imposed upon the corporation or any property held by it by virtue of any restriction or condition upon which such property is held by the corporation or the existing rights of persons other than members of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name. (1955, c. 1230; 1985 (Reg. Sess., 1986), c. 801, s. 38; 1993, c. 398, s. 1.)