reglab/statecodes huggingface dataset:
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 10 - Amendment of Articles of Incorporation and Bylaws. › § 55A-10-20 - Amendment by directors.

§ 55A-10-20. Amendment by directors.
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 bylaws 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 of directors 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 bylaws 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; 1993, c. 398, s. 1.)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 10 - Amendment of Articles of Incorporation and Bylaws. › § 55A-10-21 - Amendment by directors and members.

§ 55A-10-21. 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 bylaws 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 its receipt of a higher percentage of affirmative votes or on any other basis.
(c) If the board initiates an amendment to the bylaws or board approval is required by subsection (a) of this section to adopt an amendment to the bylaws, the board may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or on 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; 1993, c. 398, s. 1; 2002-27, s. 1.)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 10 - Amendment of Articles of Incorporation and Bylaws. › § 55A-10-22 - Class voting by members on amendments.

§ 55A-10-22. 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 bylaws if the amendment would affect the rights of that class as to voting in a manner that is different from the manner in which such 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 bylaws 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 such 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 all or part 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 bylaws, 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 bylaws, 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.)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 10 - Amendment of Articles of Incorporation and Bylaws. › § 55A-10-30 - Approval by third persons.

§ 55A-10-30. Approval by third persons.
The articles of incorporation or bylaws may require an amendment to the articles of incorporation or bylaws to be approved in writing by a specified person or persons other than the board of directors. Such a provision in the articles of incorporation or bylaws may only be amended with the approval in writing of such person or persons. (1993, c. 398, s. 1; 1995, c. 509, s. 30.)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 11 - Merger. › § 55A-11-01 - Approval of plan of merger.

§ 55A-11-01. Approval of plan of merger.
(a) Subject to the limitations set forth in G.S. 55A-11-02, one or more nonprofit corporations may merge into another nonprofit corporation, if the plan of merger is approved as provided in G.S. 55A-11-03.
(b) The plan of merger shall set forth:
(1) The name of each corporation planning to merge and the name of the surviving corporation into which each other corporation plans to merge;
(2) The terms and conditions of the merger; and
(3) The manner and basis, if any, of converting memberships of each merging corporation into memberships, obligations, or securities of the surviving or any other corporation or into cash or other property in whole or part.
(c) The plan of merger may set forth:
(1) Any amendments to the articles of incorporation or bylaws of the surviving corporation to be effected by the merger; and
(2) Other provisions relating to the merger.
(d) The provisions of the plan of merger, other than the provisions referred to in subdivisions (b)(1) and (c)(1) of this section, may be made dependent on facts objectively ascertainable outside the plan of merger if the plan of merger sets forth the manner in which the facts will operate upon the affected provisions. The facts may include any of the following:
(1) Statistical or market indices, market prices of any security or group of securities, interest rates, currency exchange rates, or similar economic or financial data.
(2) A determination or action by the corporation or by any other person, group, or body.
(3) The terms of, or actions taken under, an agreement to which the corporation is a party, or any other agreement or document. (1955, c. 1230; 1993, c. 398, s. 1; 1995, c. 400, s. 5; 2005-268, s. 38.)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 11 - Merger. › § 55A-11-04 - Articles of merger.

§ 55A-11-04. Articles of merger.
(a) After a plan of merger has been authorized as required by this Chapter, the surviving corporation shall deliver to the Secretary of State for filing articles of merger setting forth:
(1) The name and state or country of incorporation of each merging corporation.
(2) The name of the merging corporation that will survive the merger and, if the surviving corporation is not authorized to transact business or conduct affairs in this State, a designation of its mailing address and a commitment to file with the Secretary of State a statement of any subsequent change in its mailing address.
(3) If the surviving corporation is a domestic corporation, any amendment to the articles of incorporation of the corporation provided in the plan of merger.
(4) A statement that the plan of merger has been approved by each merging corporation in the manner required by law.
(a1) If the plan of merger is amended after the articles of merger have been filed but before the articles of merger become effective and any statement in the articles of merger becomes incorrect as a result of the amendment, the surviving corporation shall deliver to the Secretary of State for filing prior to the time the articles of merger become effective an amendment to the articles of merger correcting the incorrect statement. If the articles of merger are abandoned after the articles of merger are filed but before the articles of merger become effective, the surviving corporation shall deliver to the Secretary of State for filing prior to the time the articles of merger become effective an amendment reflecting abandonment of the plan of merger.
(b) A merger takes effect when the articles of merger become effective.
(c) Certificates of merger shall also be registered as provided in G.S. 47-18.1.
(d) In the case of a merger pursuant to G.S. 55A-11-06 or G.S. 55A-11-08, references in subsections (a) and (a1) of this section to "corporation" shall include a domestic corporation, a foreign nonprofit corporation, a domestic business corporation, and a foreign business corporation as applicable. (1955, c. 1230; 1967, c. 823, s. 22; 1993, c. 398, s. 1; 2005-268, s. 40; 2006-264, s. 44(d).)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 11 - Merger. › § 55A-11-06 - Merger with foreign corporation.

§ 55A-11-06. Merger with foreign corporation.
(a) Except as provided in G.S. 55A-11-02, one or more foreign corporations may merge with one or more domestic nonprofit corporations if:
(1) The merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger;
(2) The foreign corporation complies with G.S. 55A-11-04 if it is the surviving corporation of the merger; and
(3) Each domestic nonprofit corporation complies with the applicable provisions of G.S. 55A-11-01 through G.S. 55A-11-03 and, if it is the surviving corporation of the merger, with G.S. 55A-11-04.
(b) Repealed by Session Laws 2005, c. 268, s. 42.
(c) This section does not limit the power of a foreign corporation to acquire all or part of the memberships of one or more classes of a domestic nonprofit corporation through a voluntary exchange or otherwise. (1973, c. 314, s. 4; 1985 (Reg. Sess., 1986), c. 801, s. 39; 1993, c. 398, s. 1; 1995, c. 400, s. 7; 2001-387, ss. 36, 37; 2005-268, s. 42; 2006-226, s. 16(c); 2006-264, s. 44(f).)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 11 - Merger. › § 55A-11-07 - Devises and gifts.

§ 55A-11-07. Devises and gifts.
Any devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance, that is made to a constituent corporation and that takes effect or remains payable after the merger, inures to the survivor in the merger unless the will or other instrument otherwise specifically provides. (1993, c. 398, s. 1; 1999-369, s. 2.6; 2011-284, s. 53.)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 11 - Merger. › § 55A-11-08 - Merger with business corporation.

§ 55A-11-08. Merger with business corporation.
(a) One or more domestic or foreign business corporations may merge with one or more domestic nonprofit corporations if:
(1) Each domestic business corporation complies with the applicable provisions of G.S. 55-11-01, 55-11-03, and 55-11-04;
(2) In a merger involving one or more foreign business corporations, the merger is permitted by the law of the state or country under whose law each foreign business corporation is incorporated and each foreign business corporation complies with that law in effecting the merger;
(3) The domestic or foreign business corporation complies with G.S. 55A-11-04 if it is the surviving corporation; and
(4) Each domestic nonprofit corporation complies with the applicable provisions of G.S. 55A-11-01 through G.S. 55A-11-03 and, if it is the surviving corporation, with G.S. 55A-11-04.
(b) Repealed by Session Laws 2005, c. 268, s. 43.
(c) This section does not limit the power of a domestic or foreign business corporation to acquire all or part of the memberships of one or more classes of a domestic nonprofit corporation through a voluntary exchange or otherwise. (1995, c. 400, s. 8; 2001-387, ss. 38, 39; 2005-268, s. 43.)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 11A - Conversions. › § 55A-11A-10 - Conversion.

§ 55A-11A-10. Conversion.
A charitable or religious corporation may convert to a domestic limited liability company if the converting charitable or religious corporation complies with the requirements of this part and the requirements of G.S. 57D-9-20, 57D-9-21, and 57D-9-22. (2016-114, s. 5.)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 12 - Transfer of Assets. › § 55A-12-01 - Sale of assets in regular course of activities and mortgage of assets.

§ 55A-12-01. Sale of assets in regular course of activities and mortgage of assets.
(a) A corporation may on the terms and conditions and for the consideration determined by the board of directors:
(1) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course of its activities; or
(2) Mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber any or all of its property whether or not in the usual and regular course of its activities.
(b) Unless the articles of incorporation require it, approval of the members or any other person of a transaction described in subsection (a) of this section is not required. (1955, c. 1230; 1985 (Reg. Sess., 1986), c. 801, s. 40; 1993, c. 398, s. 1.)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 13 - Distributions. › § 55A-13-01 - Prohibited distributions.

§ 55A-13-01. Prohibited distributions.
Except as authorized by G.S. 55A-13-02 or Article 14 of this Chapter, a corporation shall not make any distributions. (1955, c. 1230; 1985 (Reg. Sess., 1986), c. 801, s. 32; 1993, c. 398, s. 1.)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 13 - Distributions. › § 55A-13-02 - Authorized distributions.

§ 55A-13-02. Authorized distributions.
(a) A corporation may pay reasonable amounts to its members, directors, or officers for services rendered or other value received and may confer benefits upon its members in conformity with its purposes.
(b) Subject to the provisions of subsection (d) of this section:
(1) A corporation may make distributions to any entity that is exempt under section 501(c)(3) of the Internal Revenue Code of 1986 or any successor section, or that is organized exclusively for one or more of the purposes specified in section 501(c)(3) of the Internal Revenue Code of 1986 or any successor section and that upon dissolution shall distribute its assets to a charitable or religious corporation, the United States, a state or an entity that is exempt under section 501(c)(3) of the Internal Revenue Code of 1986 or any successor section.
(2) Any corporation other than a charitable or religious corporation may make distributions to any domestic or foreign corporation.
(3) Except as otherwise prohibited by statute, a corporation not operated for profit, the membership of which is limited to the owners or occupants of real property in a condominium, cooperative housing corporation, or other real property development, having as its primary purposes the management, operation, preservation, maintenance, and repair of common areas and improvements upon the real property owned by the members and the corporation or organization, may make distribution to its members of excess or surplus membership dues, fees, or assessments remaining after the payment of or provisions for common expenses and any prepayment of reserves; provided that these distributions are in proportion to the dues, fees, or assessments collected from the members.
(c) Subject to the provisions of subsection (d) of this section, a corporation other than a charitable or religious corporation may make distributions to purchase its memberships.
(d) A corporation shall not make any distribution under subsection (b) or (c) of this section if at the time of or as a result of such distribution:
(1) The corporation would not be able to pay its debts as they become due in the usual course of business; or
(2) The corporation's total assets would be less than the sum of its total liabilities. (1955, c. 1230; 1985 (Reg. Sess., 1986), c. 801, s. 32; 1993, c. 398, s. 1; 1999-369, s. 7.)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 14 - Dissolution. › § 55A-14-01 - Dissolution by incorporators or directors prior to commencement of activities.

§ 55A-14-01. Dissolution by incorporators or directors prior to commencement of activities.
(a) A corporation that has not admitted members entitled to vote on dissolution, has not commenced activities, and has no assets may be dissolved by action of its board of directors or a majority of its incorporators, if there are no directors, by delivering to the Secretary of State for filing articles of dissolution that set forth:
(1) The name of the corporation;
(2) The names and addresses of its officers, if any;
(3) The names and addresses of its directors, if any, or if none, the names and addresses of its incorporators;
(4) The date of its incorporation;
(5) That the corporation has not admitted members entitled to vote on dissolution, has not commenced activities, and has no assets;
(6) That no debt of the corporation remains unpaid; and
(7) That a majority of the incorporators or directors authorized the dissolution.
(b) Upon the filing of articles of dissolution under this section, the corporation becomes nonexistent and is cancelled as if such corporation had never been created. (1955, c. 1230; 1973, c. 314, s. 5; 1985 (Reg. Sess., 1986), c. 801, ss. 41, 43; 1993, c. 398, s. 1.)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 14 - Dissolution. › § 55A-14-02 - Dissolution by directors, members, and third persons.

§ 55A-14-02. Dissolution by directors, members, and third persons.
(a) Unless this Chapter, the articles of incorporation, bylaws, or the board of directors or members (acting pursuant to subsection (c) of this section) require a greater vote or voting by class, dissolution is authorized if a plan of dissolution meeting the requirements of G.S. 55A-14-03 is approved:
(1) By the board;
(2) By the members entitled to vote thereon, if any, by two-thirds of the votes cast or a majority of the votes entitled to be cast on the plan of dissolution, 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 for an amendment to the articles of incorporation or bylaws.
(b) If the corporation does not have members entitled to vote thereon, dissolution shall be approved by a vote of a majority of the directors then in office. The corporation shall provide at least five days' written notice of any directors' meeting at which such approval will be considered. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.
(c) The board of directors may condition its approval of the proposed dissolution, and the members entitled to vote thereon may condition their approval of the dissolution on receipt of a higher percentage of affirmative votes or on any other basis.
(d) If the board of directors seeks to have dissolution 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 dissolving the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.
(e) If the board seeks to have dissolution 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 plan of dissolution. (1955, c. 1230; 1973, c. 314, s. 5; 1985 (Reg. Sess., 1986), c. 801, s. 41; 1993, c. 398, s. 1.)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 14 - Dissolution. › § 55A-14-03 - Plan of dissolution.

§ 55A-14-03. Plan of dissolution.
(a) The plan of dissolution approved pursuant to G.S. 55A-14-02 shall provide that all liabilities and obligations of the corporation be paid and discharged, or adequate provisions be made therefor, and that the remainder of the corporation's assets be distributed as follows:
(1) Assets held by the corporation upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred, or conveyed in accordance with such requirements;
(2) Other assets, if any, of a charitable or religious corporation shall, subject to the articles of incorporation or bylaws, be transferred or conveyed to one or more of the following: the United States, a state, a charitable or religious corporation, or a person that is exempt under section 501(c)(3) of the Internal Revenue Code of 1986 or any successor section;
(3) Other assets, if any, of a corporation that is not a charitable or religious corporation shall, subject to the articles of incorporation and bylaws, be distributed as provided in the plan of dissolution.
(b) The plan of dissolution may set forth other provisions relating to the dissolution. (1955, c. 1230; 1993, c. 398, s. 1.)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 14 - Dissolution. › § 55A-14-04 - Articles of dissolution.

§ 55A-14-04. Articles of dissolution.
(a) At any time after dissolution is authorized pursuant to G.S. 55A-14-02, the corporation may dissolve by delivering to the Secretary of State for filing articles of dissolution setting forth:
(1) The name of the corporation;
(2) The names and addresses of its officers;
(3) The names and addresses of its directors;
(4) The plan of dissolution as required by G.S. 55A-14-03;
(5) The date dissolution was authorized;
(6) If approval by members was not required, a statement to that effect and a statement that the plan of dissolution was approved by a sufficient vote of the board of directors;
(7) If approval by members was required, a statement that the plan of dissolution was approved as required by this Chapter; and
(8) If approval of dissolution by some person or persons other than the members or the board of directors is required pursuant to G.S. 55A-14-02(a)(3), a statement that the approval was obtained.
(b) A corporation is dissolved upon the effective date of its articles of dissolution. (1955, c. 1230; 1973, c. 314, s. 7; 1993, c. 398, s. 1.)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 14 - Dissolution. › § 55A-14-05 - Revocation of dissolution.

§ 55A-14-05. Revocation of dissolution.
(a) A corporation may revoke its dissolution authorized under G.S. 55A-14-02 within 120 days of its effective date.
(b) Revocation of dissolution shall be authorized in the same manner as the dissolution was authorized unless an authorization under G.S. 55A-14-02 permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without action by the members or any other person.
(c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the Secretary of State for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:
(1) The name of the corporation;
(2) The effective date of the dissolution that was revoked;
(3) The date that the revocation of dissolution was authorized;
(4) If the corporation's board of directors revoked the dissolution, a statement to that effect;
(5) If the corporation's board of directors revoked a dissolution authorized by the members alone or in conjunction with another person or persons, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and
(6) If member or third person action was required to revoke the dissolution, a statement that the action was taken as required.
(d) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.
(e) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its activities as if dissolution had never occurred, subject to the rights of any person who reasonably relied to his prejudice upon the filing of the articles of dissolution. (1955, c. 1230; 1993, c. 398, s. 1.)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 14 - Dissolution. › § 55A-14-06 - Effect of dissolution.

§ 55A-14-06. Effect of dissolution.
(a) A dissolved corporation continues its corporate existence but shall not carry on any activities except those appropriate to wind up and liquidate its affairs, including:
(1) Preserving and protecting its assets;
(2) Discharging or making provision for discharging its liabilities and obligations;
(3) Disposing of its remaining assets in accordance with its plan of dissolution; and
(4) Doing every other act necessary to wind up and liquidate its assets and affairs.
(b) Dissolution of a corporation does not:
(1) Transfer title to the corporation's property;
(2) Subject its directors or officers to standards of conduct different from those prescribed in Article 8 of this Chapter;
(3) Change quorum or voting requirements for its board of directors or members; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws;
(4) Prevent commencement of a proceeding by or against the corporation in its corporate name;
(5) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or
(6) Terminate the authority of the registered agent of the corporation. (1955, c. 1230; 1993, c. 398, s. 1.)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 14 - Dissolution. › § 55A-14-07 - Known claims against dissolved corporation.

§ 55A-14-07. Known claims against dissolved corporation.
(a) A dissolved corporation may dispose of the known claims against it by following the procedure described in this section.
(b) The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice shall:
(1) Describe information that shall be included in a claim;
(2) Provide a mailing address where a claim may be sent;
(3) State the deadline, which shall not be fewer than 120 days from the effective date of the written notice, by which the dissolved corporation shall receive the claim; and
(4) State that the claim will be barred if not received by the deadline.
(c) A claim against the dissolved corporation is barred:
(1) If the corporation does not receive the claim by the deadline from a claimant who received written notice under subsection (b) of this section; or
(2) If a claimant whose claim was rejected by written notice from the dissolved corporation does not commence a proceeding to enforce the claim within 90 days from the date of receipt of the rejection notice.
(d) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. (1955, c. 1230; 1973, c. 314, s. 5; 1985 (Reg. Sess., 1986), c. 801, s. 41; 1993, c. 398, s. 1.)