reglab/housing_qa huggingface dataset:
NC Gen Stat § 55A-7-09 (2021)
2021 North Carolina General Statutes|Chapter 55A - North Carolina Nonprofit Corporation Act|Article 7 - Members' Meetings and Voting; Derivative Proceedings.|§ 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 participation.(a) Members of any class may participate in any meeting of members by means of remote communication to the extent the board of directors authorizes the participation for that class. Participation as a member by means of remote communication is subject to any guidelines and procedures the board of directors adopts and the requirements of subsection (b) of this section.(b) Members participating by means of remote communication are deemed present and may vote at the meeting if the corporation has implemented reasonable measures to do all of the following:(1) Verify that each person participating remotely as a member is a member.(2) Provide the members a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members to the same extent they could participate and vote if present in person, including an opportunity to communicate and to read or hear the proceedings of the meeting, substantially concurrently with the proceedings.(c) Unless member meetings held solely by means of remote communication are prohibited by the articles of incorporation or the bylaws, the board of directors may, in its sole discretion, determine that any meeting of members shall not be held at any place and shall instead be held solely by means of remote communication but only if the corporation implements the measures specified in subsection (b) of this section.(d) In addition to the information required by G.S. 55A-7-05, notice of a meeting held solely by means of remote communication shall include notice that the meeting will be held solely by means of remote communication and sufficient instruction and information on how members may join the meeting remotely.  (2021-162, s. 2(m).)
NC Gen Stat § 55A-7-21 (2021)
2021 North Carolina General Statutes|Chapter 55A - North Carolina Nonprofit Corporation Act|Article 7 - Members' Meetings and Voting; Derivative Proceedings.|§ 55A-7-21 - Voting entitlement generally.

 55A-7-21. Voting entitlement generally.(a) Unless the articles of incorporation or bylaws provide otherwise, each member is entitled to one vote on each matter voted on by the members.(b) Unless the articles of incorporation or bylaws provide otherwise, if a membership stands of record in the names of two or more persons, their acts with respect to voting shall have the following effect:(1) If only one votes, such act binds all; and(2) If more than one votes, the vote shall be divided on a pro rata basis.(c) An amendment to the articles of incorporation or bylaws on which members are entitled to vote, the purpose of which is to increase or decrease the number of votes any member is entitled to cast on any member action, shall be approved by the members entitled to vote on that action by a vote that would be sufficient to take the action before the amendment. (1955, c. 1230; 1985 (Reg. Sess., 1986), c. 801, s. 35; 1993, c. 398, s. 1; 1995, c. 400, s. 2.)
NC Gen Stat § 55A-7-22 (2021)
2021 North Carolina General Statutes|Chapter 55A - North Carolina Nonprofit Corporation Act|Article 7 - Members' Meetings and Voting; Derivative Proceedings.|§ 55A-7-22 - Quorum requirements.

 55A-7-22. Quorum requirements.(a) Unless this Chapter, the articles of incorporation, or bylaws provide for a higher or lower quorum, ten percent (10%) of the votes entitled to be cast on a matter shall be represented at a meeting of members to constitute a quorum on that matter. Once a member is represented for any purpose at a meeting, the member is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.(b) A bylaw amendment to decrease the quorum for any member action may be approved by the members entitled to vote on that action or, unless prohibited by the bylaws, by the board of directors.(c) A bylaw amendment to increase the quorum required for any member action shall be approved by the members entitled to vote on that action.(d) Unless one-third or more of the votes entitled to be cast in the election of directors are represented in person or by proxy, the only matters that may be voted upon at an annual or regular meeting of members are those matters that are described in the meeting notice. (1955, c. 1230; 1993, c. 398, s. 1.)
NC Gen Stat § 55A-7-23 (2021)
2021 North Carolina General Statutes|Chapter 55A - North Carolina Nonprofit Corporation Act|Article 7 - Members' Meetings and Voting; Derivative Proceedings.|§ 55A-7-23 - Voting requirements.

 55A-7-23. Voting requirements.(a) Unless this Chapter, the articles of incorporation, or the bylaws require a greater vote or voting by class, if a quorum is present, the affirmative vote of a majority of the votes cast is the act of the members.(b) An amendment to the articles of incorporation or bylaws on which members are entitled to vote, the purpose of which is to increase or decrease the vote required for any member action, shall be approved by the members entitled to vote on that action by a vote that would be sufficient to take the action before the amendment. (1955, c. 1230; 1993, c. 398, s. 1; 1995, c. 400, s. 3.)
NC Gen Stat § 55A-7-24 (2021)
2021 North Carolina General Statutes|Chapter 55A - North Carolina Nonprofit Corporation Act|Article 7 - Members' Meetings and Voting; Derivative Proceedings.|§ 55A-7-24 - Proxies.

 55A-7-24. Proxies.(a) Unless the articles of incorporation or bylaws prohibit or limit proxy voting, a member may vote in person or by proxy. A member may appoint one or more proxies to vote or otherwise act for the member by signing an appointment form, either personally or by the member's attorney-in-fact. An appointment in the form of an electronic record submitted by a member who has agreed as provided in G.S. 55A-1-70 that either bears the member's electronic signature or is sent from the member's designated email address and that may be directly reproduced in paper form by an automated process shall be deemed a valid appointment form within the meaning of this section. In addition, if and to the extent permitted by the nonprofit corporation, a member may appoint one or more proxies by any kind of telephonic transmission, even if not accompanied by written communication, under circumstances or together with information from which the nonprofit corporation can reasonably assume that the appointment was made or authorized by the member.(b) An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for 11 months unless a different period is expressly provided in the appointment form.(c) An appointment of a proxy is revocable by the member unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest. An appointment made irrevocable under this subsection shall be revocable when the interest with which it is coupled is extinguished. A transferee for value of an interest subject to an irrevocable appointment may revoke the appointment if the transferee did not have actual knowledge of its irrevocability.(d) The death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment.(e) A revocable appointment of a proxy is revoked by the person appointing the proxy [by] doing any of the following:(1) Attending any meeting and voting in person.(2) Signing and delivering to the secretary or other officer or agent authorized to tabulate proxy votes either a writing stating that the appointment of the proxy is revoked or a subsequent appointment form.(f) Subject to G.S. 55A-7-27 and to any express limitation on the proxy's authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy's vote or other action as that of the member making the appointment.  (1955, c. 1230; 1985 (Reg. Sess., 1986), c. 801, s. 35; 1993, c. 398, s. 1; 1999-139, s. 1; 2008-37, s. 6; 2021-162, s. 2(o).)
NC Gen Stat § 55A-7-25 (2021)
2021 North Carolina General Statutes|Chapter 55A - North Carolina Nonprofit Corporation Act|Article 7 - Members' Meetings and Voting; Derivative Proceedings.|§ 55A-7-25 - Voting for directors; cumulative voting.

 55A-7-25. Voting for directors; cumulative voting.(a) Unless otherwise provided in the articles of incorporation, the bylaws, or an agreement valid under G.S. 55A-7-30, directors are elected by a plurality of the votes cast by the members entitled to vote in the election at a meeting at which a quorum is present. If the articles of incorporation, bylaws, or an agreement valid under G.S. 55A-7-30 provides for cumulative voting by members, members may so vote, by multiplying the number of votes the members are entitled to cast by the number of directors for whom they are entitled to vote, and casting the product for a single candidate or distributing the product among two or more candidates.(b) Members otherwise entitled to vote cumulatively shall not vote cumulatively at a particular meeting unless:(1) The meeting notice or statement accompanying the notice states that cumulative voting will take place; or(2) A member or proxy who has the right to cumulate his votes announces in open meeting, before voting for directors starts, his intention to vote cumulatively; and if such announcement is made, the chair shall declare that all persons entitled to vote have the right to vote cumulatively, shall announce the number of votes entitled to be cast, and shall grant a recess of not less than one hour nor more than four hours, as the chair shall determine, or of such other period of time as is unanimously then agreed upon.(c) A director elected by cumulative voting may be removed by the members without cause if the requirements of G.S. 55A-8-08 are met unless the votes cast against removal would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes were cast and the entire number of directors elected at the time of the director's most recent election were then being elected. (1955, c. 1230; 1985 (Reg. Sess., 1986), c. 801, s. 35; 1993, c. 398, s. 1.)
NC Gen Stat § 55A-7-26 (2021)
2021 North Carolina General Statutes|Chapter 55A - North Carolina Nonprofit Corporation Act|Article 7 - Members' Meetings and Voting; Derivative Proceedings.|§ 55A-7-26 - Other methods of electing directors.

 55A-7-26. Other methods of electing directors.A corporation may provide in its articles of incorporation or bylaws for election of directors by members or delegates:(1) On the basis of chapter or other organizational unit;(2) By region or other geographic unit;(3) By preferential voting; or(4) By any other reasonable method. (1955, c. 1230; 1973, c. 192, ss. 1, 2; 1985, (Reg. Sess., 1986), c. 801, ss. 19, 21; 1993, c. 398, s. 1.)
NC Gen Stat § 55A-7-27 (2021)
2021 North Carolina General Statutes|Chapter 55A - North Carolina Nonprofit Corporation Act|Article 7 - Members' Meetings and Voting; Derivative Proceedings.|§ 55A-7-27 - Corporation's acceptance of votes.

 55A-7-27. Corporation's acceptance of votes.(a) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member.(b) If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the record name of a member, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member if:(1) The member is an entity and the name signed purports to be that of an officer or agent of the entity;(2) The name signed purports to be that of an attorney-in-fact of the member and, if the corporation requests it, evidence acceptable to the corporation of the signatory's authority to sign for the member is presented with respect to the vote, consent, waiver, or proxy appointment;(3) Two or more persons hold the membership as cotenants or fiduciaries and the name signed purports to be the name of at least one of the coholders and the person signing appears to be acting on behalf of all the coholders; or(4) In the case of a corporation other than a charitable or religious corporation:a. The name signed purports to be that of an administrator, executor, guardian, or conservator representing the member and, if the corporation requests it, evidence of fiduciary status acceptable to the corporation is presented with respect to the vote, consent, waiver, or proxy appointment;b. The name signed purports to be that of a receiver or trustee in bankruptcy of the member, and, if the corporation requests it, evidence of this status acceptable to the corporation is presented with respect to the vote, consent, waiver, or proxy appointment.(c) The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the member.(d) The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the member for the consequences of the acceptance or rejection.(e) Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise. (1993, c. 398, s. 1; 1995, c. 509, s. 27.)
NC Gen Stat § 55A-7-30 (2021)
2021 North Carolina General Statutes|Chapter 55A - North Carolina Nonprofit Corporation Act|Article 7 - Members' Meetings and Voting; Derivative Proceedings.|§ 55A-7-30 - Voting agreements.

 55A-7-30. Voting agreements.(a) Two or more members may provide for the manner in which their voting rights will be exercised by signing an agreement for that purpose. The agreement may be valid for a period of up to 10 years. All or some of the parties to the agreement may extend it for more than 10 years from the date the first party signs the extension agreement, but the extension agreement binds only those parties signing it. For charitable or religious corporations, such agreements shall have a reasonable purpose not inconsistent with the corporation's charitable or religious purposes.(b) Subject to subsection (a) of this section, a voting agreement created under this section may be specifically enforceable.(c) The provisions of a voting agreement created under this section will bind a transferee of a membership covered by the agreement only if the transferee acquires the membership with knowledge of the provisions. (1993, c. 398, s. 1.)
NC Gen Stat § 55A-8-01 (2021)
2021 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-8-01. Requirement for and duties of board.(a) Except as provided in subsection (c) of this section, each corporation shall have a board of directors.(b) All corporate powers shall be exercised by or under the authority of, and the affairs of the corporation managed under the direction of, its board of directors, except as otherwise provided in the articles of incorporation.(c) A corporation may dispense with or limit the authority of a board of directors by describing in its articles of incorporation who will perform some or all of the duties of a board of directors; but no such limitation upon the authority which the board of directors would otherwise have shall be effective against other persons without actual knowledge of such limitation.(d) To the extent the articles of incorporation vests authority of the board of directors in an individual or group other than the board of directors, the individual or group in the exercise of such authority shall be deemed to be acting as the board of directors for all purposes of this Chapter. (1955, c. 1230; 1985 (Reg. Sess., 1986), c. 801, s. 18; 1993, c. 398, s. 1.)
NC Gen Stat § 55A-8-02 (2021)
2021 North Carolina General Statutes|Chapter 55A - North Carolina Nonprofit Corporation Act|Article 8 - Directors and Officers.|§ 55A-8-02 - Qualifications of directors.

 55A-8-02. Qualifications of directors.The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this State or a member of the corporation unless the articles of incorporation or bylaws so prescribe. (1955, c. 1230; 1985 (Reg. Sess., 1986), c. 801, s. 18; 1993, c. 398, s. 1.)
NC Gen Stat § 55A-8-03 (2021)
2021 North Carolina General Statutes|Chapter 55A - North Carolina Nonprofit Corporation Act|Article 8 - Directors and Officers.|§ 55A-8-03 - Number of directors.

 55A-8-03. Number of directors.(a) A board of directors shall consist of one or more natural persons, with the number specified in or fixed in accordance with the articles of incorporation or bylaws.(b) The number of directors may be increased or decreased from time to time by amendment to or in the manner prescribed in the articles of incorporation or bylaws.(c) The articles of incorporation or bylaws may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors. If a variable range is established, the number of directors may be fixed or changed from time to time, within the minimum and maximum, by the members entitled to vote for directors or (unless the articles of incorporation or an agreement valid under G.S. 55A-7-30 shall otherwise provide) the board of directors. If the corporation has members entitled to vote for directors, only such members may change the range for the size of the board or change from a fixed to a variable-range size board or vice versa. (1955, c. 1230; 1973, c. 192, ss. 1, 2; 1985 (Reg. Sess., 1986), c. 801, ss. 19-21; 1993, c. 398, s. 1.)
NC Gen Stat § 55A-8-04 (2021)
2021 North Carolina General Statutes|Chapter 55A - North Carolina Nonprofit Corporation Act|Article 8 - Directors and Officers.|§ 55A-8-04 - Election, designation, and appointment of directors.

 55A-8-04. Election, designation, and appointment of directors.(a) If the corporation has members entitled to vote for directors, all the directors (except the initial directors) shall be elected at the first annual meeting of such members, and at each annual meeting thereafter, unless the articles of incorporation or bylaws provide some other time or method of election, or provide that some of the directors are appointed by some other person or are designated. If the articles of incorporation authorize dividing the members into classes, the articles of incorporation may also authorize the election of all or a specified number of directors by the members of one or more authorized classes.(b) If the corporation does not have members entitled to vote for directors, all the directors (except the initial directors) shall be elected, appointed, or designated as provided in the articles of incorporation or bylaws. If no method of designation or appointment is set forth in the articles of incorporation or bylaws, the directors (other than the initial directors) shall be elected by the board of directors.(c) If any member entitled to vote for directors so demands, election of directors by the members shall be by ballot, unless the articles of incorporation or bylaws otherwise provide. (1955, c. 1230; 1973, c. 192, ss. 1, 2; 1985 (Reg. Sess., 1986), c. 801, ss. 19-21; 1993, c. 398, s. 1.)
NC Gen Stat § 55A-8-05 (2021)
2021 North Carolina General Statutes|Chapter 55A - North Carolina Nonprofit Corporation Act|Article 8 - Directors and Officers.|§ 55A-8-05 - Terms of directors generally.

 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.)
NC Gen Stat § 55A-8-06 (2021)
2021 North Carolina General Statutes|Chapter 55A - North Carolina Nonprofit Corporation Act|Article 8 - Directors and Officers.|§ 55A-8-06 - Staggered terms for directors.

 55A-8-06. Staggered terms for directors.The articles of incorporation or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups. The terms of office of the several groups need not be uniform. (1955, c. 1230; 1973, c. 192, ss. 1, 2; 1985 (Reg. Sess., 1986), c. 801, ss. 19-21; 1993, c. 398, s. 1.)
NC Gen Stat § 55A-8-07 (2021)
2021 North Carolina General Statutes|Chapter 55A - North Carolina Nonprofit Corporation Act|Article 8 - Directors and Officers.|§ 55A-8-07 - Resignation of directors.

 55A-8-07. Resignation of directors.(a) A director may resign at any time by communicating his resignation to the board of directors, its presiding officer, or to the corporation.(b) A resignation is effective when it is communicated unless the notice specifies a later effective date or subsequent event upon which it will become effective. (1993, c. 398, s. 1.)
NC Gen Stat § 55A-8-09 (2021)
2021 North Carolina General Statutes|Chapter 55A - North Carolina Nonprofit Corporation Act|Article 8 - Directors and Officers.|§ 55A-8-09 - Removal of designated or appointed directors.

 55A-8-09. Removal of designated or appointed directors.(a) A designated director may be removed by an amendment to the articles of incorporation or bylaws deleting or changing the provision containing the designation.(b) Except as otherwise provided in the articles of incorporation or bylaws:(1) An appointed director may be removed with or without cause by the person appointing the director;(2) The person removing the director shall do so by giving written notice of the removal to the director and to the corporation; and(3) A removal is effective when the notice is effective unless the notice specifies a future effective date.(c) Notwithstanding any other provision of this section, the articles of incorporation or bylaws may provide that directors appointed after the effective date of such provision shall be removed automatically for missing a specified number of board meetings. (1955, c. 1230; 1973, c. 192, ss. 1, 2; 1985 (Reg. Sess., 1986), c. 801, ss. 19-21; 1993, c. 398, s. 1.)