reglab/housing_qa huggingface dataset:
NC Gen Stat § 55A-8-10 (2021)
2021 North Carolina General Statutes|Chapter 55A - North Carolina Nonprofit Corporation Act|Article 8 - Directors and Officers.|§ 55A-8-10 - Removal of directors by judicial proceeding.

 55A-8-10. Removal of directors by judicial proceeding.(a) The superior court of the county where a corporation's principal office (or, if there is none in this State, its registered office) is located may remove any director of the corporation from office in a proceeding commenced either by the corporation or by its members holding at least ten percent (10%) of the votes entitled to be cast of any class of members, if the court finds that:(1) The director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, or a final judgment has been entered finding that the director has violated a duty set forth in G.S. 55A-8-30 through G.S. 55A-8-33, and(2) Removal is in the best interest of the corporation.(b) The court that removes a director may bar the director from serving on the board of directors for a period prescribed by the court.(c) If members commence a proceeding under subsection (a) of this section, the corporation shall be made a party defendant. (1993, c. 398, s. 1.)
NC Gen Stat § 55A-8-11 (2021)
2021 North Carolina General Statutes|Chapter 55A - North Carolina Nonprofit Corporation Act|Article 8 - Directors and Officers.|§ 55A-8-11 - Vacancy on board.

 55A-8-11. Vacancy on board.(a) Unless the articles of incorporation or bylaws provide otherwise, and except as provided in subsections (b) and (c) of this section, if a vacancy occurs on a board of directors, including, without limitation, a vacancy resulting from an increase in the number of directors or from the failure by the members to elect the full authorized number of directors, the vacancy may be filled:(1) By the members entitled to vote for directors, if any, or if the vacant office was held by a director elected by a class, chapter or other organizational unit, or by region or other geographic grouping, by the members of that class, chapter, unit, or grouping;(2) By the board of directors; or(3) If the directors remaining in the office constitute fewer than a quorum of the board, by the affirmative vote of a majority of all the directors, or by the sole director, remaining in office.(b) Unless the articles of incorporation or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy.(c) If a vacant office was held by a designated director, the vacancy shall be filled only as provided in the articles of incorporation or bylaws.(d) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under G.S. 55A-8-07(b) or otherwise) may be filled before the vacancy occurs but the new director shall not take office until the vacancy occurs. (1955, c. 1230; 1993, c. 398, s. 1.)
NC Gen Stat § 55A-8-12 (2021)
2021 North Carolina General Statutes|Chapter 55A - North Carolina Nonprofit Corporation Act|Article 8 - Directors and Officers.|§ 55A-8-12 - Compensation of directors.

 55A-8-12. Compensation of directors.Unless the articles of incorporation provide otherwise, a board of directors may fix the compensation of directors. (1985 (Reg. Sess., 1986), c. 801, s. 26; 1993, c. 398, s. 1.)
NC Gen Stat § 55A-8-20 (2021)
2021 North Carolina General Statutes|Chapter 55A - North Carolina Nonprofit Corporation Act|Article 8 - Directors and Officers.|§ 55A-8-20 - Regular and special meetings.

 55A-8-20. Regular and special meetings.(a) The board of directors may hold regular or special meetings in or out of this State.(b) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear and be heard by each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.  (1955, c. 1230; 1973, c. 314, s. 3; 1985 (Reg. Sess., 1986), c. 801, ss. 24, 25; 1993, c. 398, s. 1; 2021-162, s. 2(p).)
NC Gen Stat § 55A-8-21 (2021)
2021 North Carolina General Statutes|Chapter 55A - North Carolina Nonprofit Corporation Act|Article 8 - Directors and Officers.|§ 55A-8-21 - Action without meeting.

 55A-8-21. Action without meeting.(a) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this Chapter to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. The action shall be evidenced by one or more written consents signed by each director before or after the action, describing the action taken, and included in the minutes or filed with the corporate records reflecting the action taken. As authorized in G.S. 55A-1-70, a director's consent to action taken without meeting may be in electronic form and delivered by electronic means.(b) Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date.(c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.  (1973, c. 314, s. 3; 1993, c. 398, s. 1; 2008-37, s. 7; 2021-162, s. 2(q).)
NC Gen Stat § 55A-8-22 (2021)
2021 North Carolina General Statutes|Chapter 55A - North Carolina Nonprofit Corporation Act|Article 8 - Directors and Officers.|§ 55A-8-22 - Notice of meetings.

 55A-8-22. Notice of meetings.(a) Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting.(b) Special meetings of the board of directors shall be held upon such notice as is provided in the articles of incorporation or bylaws, or in the absence of any such provision, upon notice sent by any usual means of communication not less than five days before the meeting. The notice need not describe the purpose of the special meeting unless required by: (i) this Chapter, (ii) the articles of incorporation, or (iii) the bylaws.(c) Unless the articles of incorporation or bylaws provide otherwise, the presiding officer of the board, the president or twenty percent (20%) of the directors then in office may call and give notice of a meeting of the board. (1955, c. 1230; 1985 (Reg. Sess., 1986), c. 801, ss. 24, 25; 1993, c. 398, s. 1.)
NC Gen Stat § 55A-8-23 (2021)
2021 North Carolina General Statutes|Chapter 55A - North Carolina Nonprofit Corporation Act|Article 8 - Directors and Officers.|§ 55A-8-23 - Waiver of notice.

 55A-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) of this section, the waiver shall 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. 1230; 1985 (Reg. Sess., 1986), c. 801, ss. 24, 25; 1993, c. 398, s. 1; 1995, c. 509, s. 29.)
NC Gen Stat § 55A-8-24 (2021)
2021 North Carolina General Statutes|Chapter 55A - North Carolina Nonprofit Corporation Act|Article 8 - Directors and Officers.|§ 55A-8-24 - Quorum and voting.

 55A-8-24. Quorum and voting.(a) Except as otherwise provided in: (i) this Chapter, (ii) the articles of incorporation, or (iii) the bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. In no event may the articles of incorporation or bylaws authorize a quorum of fewer than one-third of the number of directors in office.(b) 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 unless: (i) this Chapter, (ii) the articles of incorporation, or (iii) the bylaws require the vote of a greater number of directors.(c) A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless:(1) He objects at the beginning of the meeting (or promptly upon his arrival) to holding it or transacting business at the meeting;(2) His dissent or abstention from the action taken is entered in the minutes of the meeting; or(3) He files written notice of his 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. (1955, c. 1230; 1985 (Reg. Sess., 1986), c. 801, s. 33; 1993, c. 398, s. 1.)
NC Gen Stat § 55A-8-25 (2021)
2021 North Carolina General Statutes|Chapter 55A - North Carolina Nonprofit Corporation Act|Article 8 - Directors and Officers.|§ 55A-8-25 - Committees of the board.

 55A-8-25. Committees of the board.(a) Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees of the board and appoint members of the board to serve on them. Each committee shall have two or more members, who serve at the pleasure of the board.(b) The creation of a committee and appointment of members to it shall be approved by the greater of:(1) A majority of all the directors in office when the action is taken; or(2) The number of directors required by the articles of incorporation or bylaws to take action under G. S. 55A-8-24.(c) G.S. 55A-8-20 through G.S. 55A-8-24, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board, apply to committees of the board and their members as well.(d) To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee of the board may exercise the board's authority under G.S. 55A-8-01.(e) A committee of the board shall not, however:(1) Authorize distributions;(2) Recommend to members or approve dissolution, merger or the sale, pledge, or transfer of all or substantially all of the corporation's assets;(3) Elect, appoint or remove directors, or fill vacancies on the board of directors or on any of its committees; or(4) Adopt, amend, or repeal the articles of incorporation or bylaws.(f) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in G.S. 55A-8-30. (1955, c. 1230; 1969, c. 875, s. 5; 1985 (Reg. Sess., 1986), c. 801, ss. 22, 23; 1993, c. 398, s. 1.)
NC Gen Stat § 55A-8-30 (2021)
2021 North Carolina General Statutes|Chapter 55A - North Carolina Nonprofit Corporation Act|Article 8 - Directors and Officers.|§ 55A-8-30 - General standards for directors.

 55A-8-30. General standards for directors.(a) A director shall discharge his duties as a director, including his duties as a member of a committee:(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 the director reasonably believes to be in the best interests of the corporation.(b) In discharging his duties, a director 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 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; or(3) A committee of the board of which he is not a member if the director reasonably believes the committee merits confidence.(c) A director is not entitled to the benefit of subsection (b) of this section if he 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 any action taken as a director, or any failure to take any action, if he performed the duties of his office in compliance with 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 provided in G.S. 55A-8-60 or permitted in G.S. 55A-2-02(b)(4), and a director may be entitled to indemnification against liability and expenses pursuant to Part 5 of Article 8 of this Chapter.(f) A director shall not be deemed to be a trustee with respect to the corporation or with respect to any property held or administered by the corporation, including without limit, property that may be subject to restrictions imposed by the donor or transferor of such property. (1985 (Reg. Sess., 1986), c. 801, s. 29; 1993, c. 398, s. 1.)
NC Gen Stat § 55A-8-32 (2021)
2021 North Carolina General Statutes|Chapter 55A - North Carolina Nonprofit Corporation Act|Article 8 - Directors and Officers.|§ 55A-8-32 - Loans to or guaranties for directors and officers.

 55A-8-32. Loans to or guaranties for directors and officers.No loan, guaranty, or other form of security shall be made or provided by a corporation to or for the benefit of its directors or officers, except that loans, guaranties, or other forms of security may be made to full-time employees of the corporation who are also directors or officers by action of its board of directors in accordance with G.S. 55A-8-31(a)(1). (1955, c. 1230; 1985 (Reg. Sess., 1986), c. 801, s. 17; 1993, c. 398, s. 1.)
NC Gen Stat § 55A-8-33 (2021)
2021 North Carolina General Statutes|Chapter 55A - North Carolina Nonprofit Corporation Act|Article 8 - Directors and Officers.|§ 55A-8-33 - Liability for unlawful loans or distributions.

 55A-8-33. Liability for unlawful loans or distributions.(a) The liabilities imposed by this section are in addition to any other liabilities imposed by law upon directors of a corporation.(b) A director who votes for or assents to the making of a loan or guaranty or other form of security is personally liable to the corporation for the repayment or return of the money or value loaned, with interest thereon at the legal rate until paid, or for any liability of the corporation upon the guaranty, if it is established that he did not perform his duties in compliance with G.S. 55A-8-30 or that the loan or guaranty was made in violation of G.S. 55A-8-32.(c) A director who votes for or assents to a distribution made in violation of Article 13 of this Chapter, Article 14 of this Chapter, 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 Article 13 of this Chapter, Article 14 of this Chapter, or the articles of incorporation if it is established that he did not perform his duties in compliance with G.S. 55A-8-30. In any proceeding commenced under this section, a director has all of the defenses ordinarily available to a director.(d) A director held liable under subsection (b) or (c) of this section is entitled to:(1) Contribution from every other director who could be held liable under subsection (b) or (c) of this section for the unlawful loan or distribution; and(2) Reimbursement from each person for the amount he accepted knowing the unlawful loan or distribution was made in violation of G.S. 55A-8-32, Article 13 of this Chapter, or Article 14 of this Chapter, or the articles of incorporation.(e) No action shall be brought against the directors for liability under this section after three years from the time when the cause of action was discovered or ought to have been discovered. (1985 (Reg. Sess., 1986), c. 801, s. 33; 1993, c. 398, s. 1.)
NC Gen Stat § 55A-8-40 (2021)
2021 North Carolina General Statutes|Chapter 55A - North Carolina Nonprofit Corporation Act|Article 8 - Directors and Officers.|§ 55A-8-40 - Officers.

 55A-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 person who, individually or collectively with one or more other persons, holds or occupies such office. (1955, c. 1230; 1985 (Reg. Sess., 1986), c. 801, s. 28; 1993, c. 398, s. 1.)
NC Gen Stat § 55A-8-41 (2021)
2021 North Carolina General Statutes|Chapter 55A - North Carolina Nonprofit Corporation Act|Article 8 - Directors and Officers.|§ 55A-8-41 - Duties of officers.

 55A-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. (1955, c. 1230; 1985 (Reg. Sess., 1986), c. 801, s. 28; 1993, c. 398, s. 1.)
NC Gen Stat § 55A-8-42 (2021)
2021 North Carolina General Statutes|Chapter 55A - North Carolina Nonprofit Corporation Act|Article 8 - Directors and Officers.|§ 55A-8-42 - Standards of conduct for officers.

 55A-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 the officer 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 the person's professional or expert competence.(c) An officer is not entitled to the benefit of subsection (b) of this section if the officer has actual knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) of this section unwarranted.(d) An officer is not liable for any action taken as an officer, or any failure to take any action, if the officer performed the duties of his office in compliance with this section.(e) An officer may be entitled to immunity under Part 6 of Article 8 of this Chapter or to indemnification against liability and expenses pursuant to Part 5 of Article 8 of this Chapter. (1985 (Reg. Sess., 1986), c. 801, s. 29; 1993, c. 398, s. 1.)
NC Gen Stat § 55A-8-43 (2021)
2021 North Carolina General Statutes|Chapter 55A - North Carolina Nonprofit Corporation Act|Article 8 - Directors and Officers.|§ 55A-8-43 - Resignation and removal of officers.

 55A-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 date. If a resignation is made effective at a later date and the corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date.(b) A board of directors may remove any officer at any time with or without cause. (1955, c. 1230; 1993, c. 398, s. 1.)
NC Gen Stat § 55A-8-44 (2021)
2021 North Carolina General Statutes|Chapter 55A - North Carolina Nonprofit Corporation Act|Article 8 - Directors and Officers.|§ 55A-8-44 - Contract rights of officers.

 55A-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 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. (1955, c. 1230; 1993, c. 398, s. 1.)
NC Gen Stat § 55A-8-51 (2021)
2021 North Carolina General Statutes|Chapter 55A - North Carolina Nonprofit Corporation Act|Article 8 - Directors and Officers.|§ 55A-8-51 - Authority to indemnify.

 55A-8-51. Authority to indemnify.(a) Except as provided in subsection (d) of this section, a corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if the individual:(1) Conducted himself in good faith;(2) 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, 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 the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of clause (ii) of subdivision (a)(2) of this section.(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 shall 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 the director, whether or not involving action in his official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by the director.(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. (1977, c. 236, s. 2; 1985 (Reg. Sess., 1986), c. 801, ss. 15, 16; 1993, c. 398, s. 1.)