reglab/statecodes huggingface dataset:
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 1 - General Provisions. › § 55A-1-22 - Filing, service, and copying fees.

§ 55A-1-22. Filing, service, and copying fees.
(a) The Secretary of State shall collect the following fees when the documents described in this subsection are delivered to the Secretary for filing:
Document Fee
(1) Articles of incorporation $60.00
(2) Application for reserved name $10.00
(3) Notice of transfer of reserved name $10.00
(4) Application for registered name $10.00
(5) Application for renewal of registered name $10.00
(6) Corporation's statement of change of registered agent or registered office or both $ 5.00
(7) Agent's statement of change of registered office for each affected corporation $ 5.00
(8) Agent's statement of resignation No fee
(9) Designation of registered agent or registered office or both $ 5.00
(10) Amendment of articles of incorporation $25.00
(11) Restated articles of incorporation without amendment of articles $10.00
(12) Restated articles of incorporation with amendment of articles $25.00
(13) Articles of merger $25.00
(14) Articles of dissolution $15.00
(15) Articles of revocation of dissolution $10.00
(16) Certificate of administrative dissolution No fee
(17) Application for reinstatement following administrative dissolution $100.00
(18) Certificate of reinstatement No fee
(19) Certificate of judicial dissolution No fee
(20) Application for certificate of authority $125.00
(21) Application for amended certificate of authority $25.00
(22) Application for certificate of withdrawal $10.00
(23) Certificate of revocation of authority to conduct affairs No fee
(24) Corporation's Statement of Change of Principal Office $ 5.00
(24a) Designation of Principal Office Address $ 5.00
(25) Articles of correction $10.00
(26) Application for certificate of existence or authorization (paper) $15.00
(26a) Application for certificate of existence or authorization (electronic) $10.00
(27) Any other document required or permitted to be filed by this Chapter $10.00
(28) Repealed by Session Laws 2001-358, s. 7(c), effective January 1, 2002.
(b) The Secretary of State shall collect a fee of ten dollars ($10.00) each time process is served on the Secretary under this Chapter. The party to a proceeding causing service of process is entitled to recover this fee as costs if the party prevails in the proceeding.
(c) The Secretary of State shall collect the following fees for copying, comparing, and certifying a copy of any filed document relating to a domestic or foreign corporation:
(1) One dollar ($1.00) a page for copying or comparing a copy to the original.
(2) Fifteen dollars ($15.00) for a paper certificate.
(3) Ten dollars ($10.00) for an electronic certificate.
(1957, c. 1179; 1967, c. 823, s. 24; 1969, c. 875, s. 10; 1975, 2nd Sess., c. 981, s. 2; 1983, c. 713, ss. 39-42; 1991, c. 574, s. 2; 1993, c. 398, s. 1; 1995, c. 539, s. 10; 1997-456, s. 55.3; 1997-475, s. 5.2; 1997-485, s. 11; 2001-358, s. 7(c); 2001-387, ss. 173, 175(a); 2001-413, s. 6; 2002-126, ss. 29A.27, 29A.28.)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 1 - General Provisions. › § 55A-1-28 - Certificate of existence.

§ 55A-1-28. Certificate of existence.
(a) Anyone may apply to the Secretary of State to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation.
(b) A certificate of existence or authorization sets forth:
(1) The domestic corporation's corporate name or the foreign corporation's name used in this State;
(2) That the domestic corporation is duly incorporated under the law of this State, the date of its incorporation, and the period of its duration if less than perpetual; or that the foreign corporation is authorized to conduct affairs in this State;
(3) That the articles of incorporation of a domestic corporation or the certificate of authority of a foreign corporation has not been suspended for failure to comply with the Revenue Act of this State and that the corporation has not been administratively dissolved for failure to comply with the provisions of this Chapter;
(4) Repealed by Session Laws c. 539, s. 14.
(5) That articles of dissolution have not been filed; and
(6) Other facts of record in the office of the Secretary of State that may be requested by the applicant.
(c) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the Secretary of State may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to conduct affairs in this State. (1955, c. 1230; 1993, c. 398, s. 1; 1995, c. 539, s. 14.)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 1 - General Provisions. › § 55A-1-30 - Powers.

§ 55A-1-30. Powers.
The Secretary of State has the power reasonably necessary to perform the duties required of the Secretary of State by this Chapter. (1955, c. 1230; 1993, c. 398, s. 1.)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 1 - General Provisions. › § 55A-1-31 - Interrogatories by Secretary of State.

§ 55A-1-31. Interrogatories by Secretary of State.
The Secretary of State may propound to any domestic or foreign corporation which the Secretary of State has reason to believe is subject to the provisions of this Chapter, and to any officer or director thereof, any written interrogatories as may be reasonably necessary and proper to enable the Secretary of State to ascertain whether the corporation is subject to the provisions of this Chapter or has complied with all the provisions of this Chapter applicable to it. The interrogatories shall be answered within 30 days after the mailing thereof, or within such additional time as shall be fixed by the Secretary of State, and the answers thereto shall be full and complete and shall be made in writing and under oath. If the interrogatories are directed to an individual, they shall be answered by the individual, and if directed to a corporation, they shall be answered by the presiding officer of the board of directors, the president, or by another officer of the corporation. The Secretary of State shall certify to the Attorney General, for such action as the Attorney General may deem appropriate, all interrogatories and answers thereto which disclose a violation of any of the provisions of this Chapter, requiring or permitting action by the Attorney General. (1955, c. 1230; 1993, c. 398, s. 1.)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 1 - General Provisions. › § 55A-1-32 - Penalties imposed upon corporations, officers, and directors for failure to answer interrogatories.

§ 55A-1-32. Penalties imposed upon corporations, officers, and directors for failure to answer interrogatories.
(a) The knowing failure or refusal of a domestic or foreign corporation to answer truthfully and fully, within the time prescribed in this Chapter, interrogatories propounded by the Secretary of State in accordance with the provisions of this Chapter shall constitute grounds for administrative dissolution under G.S. 55A-14-20 or for revocation under G.S. 55A-15-30, as the case may be.
(b) Each officer and director of a domestic or foreign corporation who knowingly fails or refuses, within the time prescribed by this Chapter, to answer truthfully and fully interrogatories propounded to him by the Secretary of State in accordance with the provisions of this Chapter shall be guilty of a Class 1 misdemeanor. (1955, c. 1230; 1993, c. 398, s. 1; 1994, Ex. Sess., c. 14, s. 37.)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 1 - General Provisions. › § 55A-1-33 - Information disclosed by interrogatories.

§ 55A-1-33. Information disclosed by interrogatories.
Interrogatories propounded by the Secretary of State and the answers thereto shall not be open to public inspection nor shall the Secretary of State disclose any facts or information obtained therefrom except when the Secretary of State's official duty requires disclosure to be made public or when the interrogatories or the answers thereto are required for evidence in any criminal proceeding or in any other action or proceeding by this State. (1993, c. 398, s. 1.)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 1 - General Provisions. › § 55A-1-50 - Private Foundations.

§ 55A-1-50. Private Foundations.
Except where otherwise determined by a court of competent jurisdiction, a corporation that is a private foundation as defined in section 509(a) of the Internal Revenue Code of 1986:
(1) Shall distribute such amounts for each taxable year at such time and in such manner as not to subject the corporation to tax under section 4942 of the Code.
(2) Shall not engage in any act of self-dealing as defined in section 4941(d) of the Code.
(3) Shall not retain any excess business holdings as defined in section 4943(c) of the Code.
(4) Shall not make any investments in such manner as to subject the corporation to tax under section 4944 of the Code.
(5) Shall not make any taxable expenditures as defined in section 4945(d) of the Code.
All references in this section to sections of the Code shall be to sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of subsequent internal revenue laws of the United States. (1955, c. 1230; 1957, c. 783, s. 7; 1969, c. 875, s. 4; 1971, c. 1136, s. 1; 1977, c. 236, s. 1, c. 663; 1979, c. 1027; 1985, c. 505; 1985 (Reg. Sess., 1986), c. 801, ss. 8-14; 1993, c. 398, s. 1.)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 1 - General Provisions. › § 55A-1-60 - Judicial relief.

§ 55A-1-60. Judicial relief.
(a) If for any reason it is impracticable for any corporation to call or conduct a meeting of its members, delegates, or directors, or otherwise obtain their consent, in the manner prescribed by its articles of incorporation, bylaws, or this Chapter, then upon petition of a director, officer, delegate, member, or the Attorney General, the superior court may order that such a meeting be held or that a written ballot or other method be used for obtaining the vote of members, delegates, or directors, in such a manner as the court finds fair and equitable under the circumstances.
(b) The court shall, in an order issued pursuant to this section, provide for a method of notice reasonably designed to give actual notice to all such persons who would be entitled to notice of a meeting held pursuant to the articles of incorporation, bylaws, and this Chapter, and notice given in this manner shall be effective whether or not it results in actual notice to all such persons or conforms to the notice requirements that would otherwise apply. Notice shall be given in this manner to all persons determined by the court to be members or directors.
(c) The order issued pursuant to this section may, to the extent the court finds it reasonably required under the circumstances, dispense with any requirement relating to the holding of or voting at meetings or obtaining votes, including any requirement as to quorums or as to the number or percentage of votes needed for approval, that would otherwise be imposed by the articles of incorporation, bylaws, or this Chapter.
(d) Whenever practical any order issued pursuant to this section shall limit the subject matter of meetings or other forms of consent authorized to items, including amendments to the articles of incorporation or bylaws, the resolution of which will or may enable the corporation to continue managing its affairs without further resort to this section; provided, however, that an order under this section may also authorize the obtaining of whatever votes and approvals are necessary for the dissolution, merger, or sale of assets.
(e) Any meeting or other method of obtaining the vote of members, delegates, or directors conducted pursuant to an order issued under this section, and that complies with all the provisions of the order, is for all purposes a valid meeting or vote, as the case may be, and shall have the same force and effect as if it complied with every requirement imposed by the articles of incorporation, bylaws, and this Chapter. (1993, c. 398, s. 1.)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 1 - General Provisions. › § 55A-1-70 - Electronic transactions.

§ 55A-1-70. Electronic transactions.
(a) A corporation may conduct a transaction by electronic means, except as limited by its articles of incorporation or bylaws or by action of its board of directors.
(b) Members who wish to communicate and conduct business with a corporation by electronic means shall first designate the email address to be used for communication and business between the member and the corporation and shall provide any other information required by the corporation to facilitate communication and business conducted between the member and the corporation. The corporation shall inform the members on how to designate an email address, of any additional information the corporation requires and how to provide it, and on how to update an email address and other required information previously provided.
(c) For purposes of applying Article 40 of Chapter 66 of the General Statutes to transactions under this Chapter, a corporation that conducts an electronic transaction in accordance with this section is deemed to have agreed to conduct the transaction by electronic means. (2008-37, s. 3; 2021-162, s. 2(c).)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 2 - Organization. › § 55A-2-01 - Incorporators.

§ 55A-2-01. Incorporators.
One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Secretary of State for filing. (1955, c. 1230; 1969, c. 875, s. 1; 1971, c. 1231, s. 1; 1993, c. 398, s. 1.)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 2 - Organization. › § 55A-2-03 - Incorporation.

§ 55A-2-03. Incorporation.
(a) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed.
(b) The Secretary of State's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the State to cancel or revoke the incorporation or involuntarily dissolve the corporation. (1955, c. 1230; 1967, c. 13, s. 4; 1993, c. 398, s. 1.)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 2 - Organization. › § 55A-2-05 - Organization of corporation.

§ 55A-2-05. Organization of corporation.
(a) After incorporation:
(1) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting at the call of a majority of the directors to complete the organization of the corporation by appointing officers, adopting bylaws, and conducting any other business brought before the meeting.
(2) If initial directors are not named in the articles of incorporation, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators (i) to elect directors and complete the organization of the corporation, or (ii) to elect a board of directors who shall complete the organization of the corporation.
(b) Action required or permitted by this Chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator. If the incorporators act at a meeting, the notice and procedural provisions of G.S. 55A-8-22, 55A-8-23, and 55A-8-24 shall apply.
(c) An organizational meeting may be held in or out of this State. (1955, c. 1230; 1969, c. 875, s. 2; 1985 (Reg. Sess., 1986), c. 801, s. 6; 1993, c. 398, s. 1.)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 2 - Organization. › § 55A-2-06 - Bylaws.

§ 55A-2-06. Bylaws.
(a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.
(b) The bylaws may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with law or the articles of incorporation. (1955, c. 1230; 1993, c. 398, s. 1.)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 2 - Organization. › § 55A-2-07 - Emergency bylaws.

§ 55A-2-07. Emergency bylaws.
(a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt, amend, or repeal bylaws to be effective only in an emergency defined in subsection (d) of this section. The emergency bylaws, which are subject to amendment or repeal by the members, may make all provisions necessary for managing the corporation during the emergency, including:
(1) Procedures for calling a meeting of the board of directors;
(2) Quorum requirements for the meeting; and
(3) Designation of additional or substitute directors.
(b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.
(c) Corporate action taken in good faith in accordance with the emergency bylaws binds the corporation, and the fact that the action was taken pursuant to emergency bylaws shall not be used to impose liability on a corporate director, officer, employee, or agent.
(d) An emergency exists for purposes of this section if a natural or man-made disaster impedes the ability of the corporation's board of directors or members to comply with one or more provisions of the corporation's bylaws. (1993, c. 398, s. 1; 2021-162, s. 2(d).)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 3 - Purposes and Powers. › § 55A-3-01 - Purposes.

§ 55A-3-01. Purposes.
(a) Every corporation incorporated under this Chapter has the purpose of engaging in any lawful activity unless a more limited purpose is set forth in its articles of incorporation.
(b) A corporation engaging in an activity that is subject to regulation under another statute of this State may incorporate under this Chapter only if permitted by, and subject to all limitations of, the other statute. (1955, c. 1230; 1993, c. 398, s. 1.)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 3 - Purposes and Powers. › § 55A-3-03 - Emergency powers.

§ 55A-3-03. Emergency powers.
(a) In anticipation of or during an emergency defined in subsection (d) of this section, the board of directors of a corporation may:
(1) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and
(2) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.
(b) During an emergency defined in subsection (d) of this section, unless emergency bylaws provide otherwise:
(1) Notice of a meeting of the board of directors need be given only to those directors it is practicable to reach and may be given in any practicable manner, including by publication and radio; and
(2) One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
(c) Corporate action taken in good faith during an emergency under this section, to further the ordinary affairs of the corporation, binds the corporation and the fact that the action is taken pursuant to this section shall not be used to impose liability on a corporate director, officer, employee, or agent.
(d) An emergency exists for purposes of this section if a natural or man-made disaster impedes the ability of the corporation's board of directors or members to comply with one or more provisions of the corporation's bylaws. (1993, c. 398, s. 1; 2021-162, s. 2(e).)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 3 - Purposes and Powers. › § 55A-3-04 - Ultra vires.

§ 55A-3-04. Ultra vires.
(a) Except as provided in subsection (b) of this section, the validity of corporate action shall not be challenged on the ground that the corporation lacks or lacked power to act.
(b) A corporation's power to act may be challenged:
(1) In a proceeding by a member or a director against the corporation to enjoin the act;
(2) In a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or
(3) In a proceeding by the Attorney General under G.S. 55A-14-30.
(c) In a proceeding by a member or a director under subdivision (b)(1) of this section to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss (other than anticipated profits) suffered by the corporation or another party because of enjoining the unauthorized act. (1955, c. 1230; 1993, c. 398, s. 1.)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 3 - Purposes and Powers. › § 55A-3-05 - Exercise of corporate franchises not granted.

§ 55A-3-05. Exercise of corporate franchises not granted.
The Attorney General may upon the Attorney General's own information or upon complaint of a private party bring an action in the name of the State to restrain any person from exercising corporate franchises not granted. (1985 (Reg. Sess., 1986), c. 801, s. 5; 1993, c. 398, s. 1.)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 3 - Purposes and Powers. › § 55A-3-06 - Special powers; public parks and drives and certain recreational corporations.

§ 55A-3-06. Special powers; public parks and drives and certain recreational corporations.
Any corporation heretofore or hereafter formed for the purpose of creating and maintaining public parks and drives shall have full power and authority to lay out, manage, and control parks and drives within the State, under any rules and regulations as the corporation may prescribe and shall have power to purchase and hold property and take gifts or donations for such purpose. It may hold property and exercise such powers and trust for any town, city, township, or county, in connection with which the parks and drives shall be maintained. Any city, town, township, or county, holding such property, may vest and transfer the same to any such corporation for the purpose of controlling and maintaining the same as public parks and drives under any regulations and subject to any conditions as may be determined upon by the city, town, township, or county. All such lands as the corporation may acquire shall be held in trust as public parks and drives, and shall be held open to the public under any rules, laws, and regulations as the corporation may adopt through its board of directors, and it shall have power and authority to make and adopt all laws and regulations as it may determine upon for the reasonable management of such parks and drives. The terms "public parks and drives" as used in this section shall be construed so as to include playgrounds, recreational centers, and other recreational activities and facilities which may be provided and established under the sponsorship of any county, city, town, township, or school district in North Carolina and constructed or established with the assistance of the government of the United States or any agency thereof. (1955, c. 1230; 1973, c. 695, s. 9; 1993, c. 398, s. 1.)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 3 - Purposes and Powers. › § 55A-3-07 - Certain corporations subject to Public Records Act and Open Meetings Law.

§ 55A-3-07. Certain corporations subject to Public Records Act and Open Meetings Law.
Any of the following corporations organized under this Chapter is subject to the Public Records Act (Chapter 132 of the General Statutes) and the Open Meetings Law (Article 33C of Chapter 143 of the General Statutes):
(1) A corporation organized under the terms of any consent decree and final judgment in any civil action calling on a state officer to create the corporation, for the purposes of receipt and distribution of funds allocated to the State of North Carolina to provide economic impact assistance on account of one industry.
(2) A corporation organized upon the request of the State for the sole purpose of financing projects for public use. (1999-2, s. 7; 2001-84, s. 4.)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 5 - Office and Agent. › § 55A-5-01 - Registered office and registered agent.

§ 55A-5-01. Registered office and registered agent.
Each corporation must maintain a registered office and registered agent as required by Article 4 of Chapter 55D of the General Statutes and is subject to service on the Secretary of State under that Article. (1955, c. 1230; 1957, c. 979, s. 20; 1993, c. 398, s. 1; 1995, c. 400, s. 1; 2000-140, s. 101(d); 2001-358, s. 48(a); 2001-387, s. 173; 2001-413, s. 6.)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 5 - Office and Agent. › § 55A-5-02.1 - Transferred to § 55A-16-23 by Session Laws 2001-358, s48(d).

§ 55A-5-02.1: Transferred to § 55A-16-23 by Session Laws 2001-358, s. 48(d).
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 6 - Members and Memberships. › § 55A-6-01 - Members.

§ 55A-6-01. Members.
(a) A corporation may have one or more classes of members or may have no members.
(b) No person shall be admitted as a member without the person's consent. (1955, c. 1230; 1993, c. 398, s. 1.)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 6 - Members and Memberships. › § 55A-6-20 - Designations, qualifications, rights, and obligations of members.

§ 55A-6-20. Designations, qualifications, rights, and obligations of members.
If a corporation has members, the designations, qualifications, rights, and obligations of members shall be set forth in or authorized by the articles of incorporation or bylaws, and may include any provisions not inconsistent with law or the articles of incorporation with respect to:
(1) Conditions of admission and membership;
(2) Voting rights and the manner of exercising voting rights;
(3) The relative rights and obligations of members among themselves, to the corporation, and with respect to the property of the corporation;
(4) The manner of terminating membership in the corporation;
(5) The rights and obligations of the members and the corporation upon such termination;
(6) The transferability or nontransferability of memberships; and
(7) Any other matters.
Except as otherwise provided in or authorized by the articles of incorporation or bylaws, all members shall have the same designations, qualifications, rights, and obligations. (1955, c. 1230; 1985 (Reg. Sess., 1986), c. 801, s. 35; 1993, c. 398, s. 1.)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 6 - Members and Memberships. › § 55A-6-21 - Prohibition of stock.

§ 55A-6-21. Prohibition of stock.
A corporation shall neither authorize nor issue shares of stock. (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 6 - Members and Memberships. › § 55A-6-22 - Member's liability to third parties.

§ 55A-6-22. Member's liability to third parties.
A member of a corporation is not, as such, personally liable for the acts, debts, liabilities, or obligations of the corporation. (1993, c. 398, s. 1.)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 6 - Members and Memberships. › § 55A-6-23 - Member's liability for dues, assessments, and fees.

§ 55A-6-23. Member's liability for dues, assessments, and fees.
A member may become liable to the corporation for dues, assessments, or fees; provided, however, that a provision in the articles of incorporation or bylaws or a resolution adopted by the board of directors authorizing or imposing dues, assessments, or fees does not, of itself, create liability. (1993, c. 398, s. 1.)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 6 - Members and Memberships. › § 55A-6-24 - Creditor's action against member.

§ 55A-6-24. Creditor's action against member.
(a) A creditor of a corporation shall not bring a proceeding to enforce any liability of a member to the corporation unless final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in whole or in part or unless a proceeding against the corporation would be futile.
(b) All creditors of the corporation, with or without reducing their claims to judgment, may intervene in any creditor's proceeding brought under subsection (a) of this section to collect and apply the proceeds of obligations owed to the corporation. Any or all members who are indebted to the corporation may be joined in such proceeding. (1993, c. 398, s. 1.)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 6 - Members and Memberships. › § 55A-6-30 - Resignation.

§ 55A-6-30. Resignation.
(a) Any member may resign at any time.
(b) The resignation of a member does not relieve the member from any obligations incurred or commitments made to the corporation prior to resignation. (1993, c. 398, s. 1.)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 6 - Members and Memberships. › § 55A-6-31 - Termination, expulsion, and suspension.

§ 55A-6-31. Termination, expulsion, and suspension.
(a) No member of a corporation may be expelled or suspended, and no membership may be terminated or suspended, except in a manner that is fair and reasonable and is carried out in good faith.
(b) Any proceeding challenging an expulsion, suspension, or termination shall be commenced within one year after the member receives notice of the expulsion, suspension, or termination.
(c) A member who has been expelled or suspended may be liable to the corporation for dues, assessments, or fees as a result of obligations incurred or commitments made by the member prior to expulsion or suspension. (1955, c. 1230; 1993, c. 398, s. 1.)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 6 - Members and Memberships. › § 55A-6-40 - Delegates.

§ 55A-6-40. Delegates.
(a) A corporation may provide in its articles of incorporation or bylaws for delegates having some or all of the authority of members.
(b) The articles of incorporation or bylaws may set forth provisions relating to:
(1) The characteristics, qualifications, rights, limitations, and obligations of delegates, including their selection and removal;
(2) Calling, noticing, holding, and conducting meetings of delegates; and
(3) Carrying on corporate activities during and between meetings of delegates. (1993, c. 398, s. 1.)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 7 - Members' Meetings and Voting; Derivative Proceedings. › § 55A-7-01 - Annual and regular meetings.

§ 55A-7-01. Annual and regular meetings.
(a) A corporation having members with the right to vote for directors shall hold a meeting of the members annually.
(b) A corporation with members may hold regular membership meetings at the times stated in or fixed in accordance with the bylaws.
(c) Annual and regular membership meetings may be held (i) in person in or out of this State at the place stated in or fixed in accordance with the bylaws or (ii) by means of remote communication, as provided in G.S. 55A-7-09. If no place is stated in or fixed in accordance with the bylaws, in-person annual and regular meetings shall be held at the corporation's principal office.
(d) At annual and regular meetings, the members shall consider and act upon such matters as may be raised consistent with the notice requirements of G.S. 55A-7-05 and G.S. 55A-7-22(d).
(e) The failure to hold an annual or regular meeting at a time stated in or fixed in accordance with the corporation's bylaws does not affect the validity of any corporate action. (1955, c. 1230; 1993, c. 398, s. 1; 2021-162, s. 2(f).)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 7 - Members' Meetings and Voting; Derivative Proceedings. › § 55A-7-02 - Special meeting.

§ 55A-7-02. Special meeting.
(a) A corporation with members shall hold a special meeting of members in any of the following circumstances:
(1) On call of its board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws.
(2) Within 30 days after the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation's secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held.
(b) If not otherwise fixed under G.S. 55A-7-03 or G.S. 55A-7-07, the record date for determining members entitled to demand a special meeting is the date the first member signs the demand.
(c) Special meetings of members may be held (i) in person in or out of this State at the place stated in or fixed in accordance with the bylaws or (ii) by means of remote communication as provided in G.S. 55A-7-09. If no place is stated or fixed in accordance with the bylaws, in-person special meetings shall be held at the corporation's principal office.
(d) Only those matters that are within the purpose or purposes described in the meeting notice required by G.S. 55A-7-05 may be acted upon at a special meeting of members. (1955, c. 1230; 1993, c. 398, s. 1; 2021-162, s. 2(g).)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 7 - Members' Meetings and Voting; Derivative Proceedings. › § 55A-7-03 - Court-ordered meeting.

§ 55A-7-03. Court-ordered meeting.
(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, after notice is given to the corporation and upon such further notice and opportunity to be heard, if any, as the court may deem appropriate under the circumstances, summarily order a meeting to be held in any of the following circumstances:
(1) On application of any member if an annual meeting was not held within 15 months after the corporation's last annual meeting.
(2) On application of a member who signed a demand for a special meeting valid under G.S. 55A-7-02, if the corporation has not held the meeting as required by that section.
(b) The court may fix the time and place of the meeting, specify a record date for determining those persons entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting or direct that the votes represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary to accomplish the purpose or purposes of the meeting. The court may order that the meeting be held by means of remote communication as provided in G.S. 55A-7-09.
(c) If the court orders a meeting, it may also order the corporation to pay all or part of the member's costs, including reasonable attorneys' fees, incurred to obtain the order. (1993, c. 398, s. 1; 2021-162, s. 2(h).)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 7 - Members' Meetings and Voting; Derivative Proceedings. › § 55A-7-04 - Action by written consent.

§ 55A-7-04. Action by written consent.
(a) Action required or permitted by this Chapter to be taken at a meeting of members may be taken without a meeting if the action is taken by all members entitled to vote on the action. The action shall be evidenced by one or more written consents describing the action taken, signed before or after such action by all members entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. Except as limited by the articles of incorporation or bylaws, a member's consent to action taken without a meeting may be in electronic form and delivered by electronic means.
(b) If not otherwise determined under G.S. 55A-7-03 or G.S. 55A-7-07, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection (a) of this section.
(c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document. (1977, c. 193, s. 2; 1993, c. 398, s. 1; 2008-37, s. 4; 2021-162, s. 2(i).)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 7 - Members' Meetings and Voting; Derivative Proceedings. › § 55A-7-05 - Notice of meeting.

§ 55A-7-05. Notice of meeting.
(a) A corporation shall give notice of meetings of members by any means that is fair and reasonable and consistent with its bylaws.
(b) Any notice that conforms to the requirements of subsection (c) is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered; provided, however, that notice of matters referred to in subdivision (c)(2) of this section shall be given as provided in subsection (c) of this section.
(c) Notice is fair and reasonable if it conforms to all of the following:
(1) The corporation gives notice to all members entitled to vote at the meeting of the place, if any, date, and time of each annual, regular, and special meeting of members no fewer than 10, or, if notice is mailed by other than first class, registered or certified mail, no fewer than 30, nor more than 60 days before the meeting date.
(1a) If the meeting will be held by means of remote communication, the notice shall include all the information required by G.S. 55A-7-09.
(2) Notice of an annual or regular meeting includes a description of any matter or matters that shall be approved by the members under G.S. 55A-8-31, 55A-8-55, 55A-10-03, 55A-10-21, 55A-11-04, 55A-12-02, or 55A-14-02.
(3) Notice of special meeting includes a description of the matter or matters for which the meeting is called.
(d) Unless the bylaws require otherwise, if an annual, regular, or special meeting of members is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place, if the new date, time, or place is announced at the meeting before adjournment. If the meeting is to be continued by means of remote communication, the announcement shall also include a description of the means of remote communication. If a new record date for the adjourned meeting is or must be fixed under G.S. 55A-7-07, however, notice of the adjourned meeting shall be given under this section to the members of record entitled to vote at the meeting as of the new record date.
(e) When giving notice of an annual, regular, or special meeting of members, a corporation shall give notice of a matter a member intends to raise at the meeting if all of the following apply:
(1) The corporation is requested in writing to do so by a person or persons entitled to call a special meeting pursuant to G.S. 55A-7-02.
(2) The request is received by the secretary or president of the corporation at least 10 days before the corporation gives notice of the meeting. (1955, c. 1230; 1993, c. 398, s. 1; 2021-162, s. 2(j).)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 7 - Members' Meetings and Voting; Derivative Proceedings. › § 55A-7-06 - Waiver of notice.

§ 55A-7-06. Waiver of notice.
(a) A member 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. The waiver shall be in writing, be signed by the member entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(b) A member's attendance at a meeting in person or by means of remote communication waives objection to all of the following:
(1) Lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or conducting business at the meeting.
(2) Consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter before it is voted upon in an in-person meeting. (1955, c. 1230; 1993, c. 398, s. 1; 2021-162, s. 2(k).)
2023 North Carolina General Statutes › Chapter 55A - North Carolina Nonprofit Corporation Act › Article 7 - Members' Meetings and Voting; Derivative Proceedings. › § 55A-7-07 - Record date.

§ 55A-7-07. Record date.
(a) The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to notice of a members' meeting. If the bylaws do not fix or provide for fixing a record date, the board of directors may fix a future date as the record date. If no record date is fixed, members at the close of business on the business day preceding the day on which notice is given are entitled to notice of the meeting.
(b) The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to vote at a members' meeting. If the bylaws do not fix or provide for fixing a record date, the board of directors may fix a future date as the record date. If no record date is fixed, members on the date of the meeting who are otherwise eligible to vote are entitled to vote at the meeting.
(c) The bylaws may fix or provide the manner for determining a date as the record date for the purpose of determining the members entitled to any rights in respect of any other lawful action. If the bylaws do not fix or provide for fixing a record date, the board may fix in advance the record date. If no record date is fixed, members at the close of business on the day on which the board adopts the resolution relating to such action, or the 60th day prior to the date of such action, whichever is later, are entitled to such rights.
(d) A record date fixed under this section shall not be more than 70 days before the meeting or action for which a determination of members is required.
(e) A determination of members entitled to notice of or to vote at a membership meeting is effective for any adjournment of the meeting unless the board fixes a new date for determining the right to notice or the right to vote, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.
(f) If a court orders a meeting adjourned to a date more than 120 days after the date fixed for the original meeting, it may provide that the original record date for notice or voting continues in effect or it may fix a new record date for notice or voting. (1993, c. 398, s. 1.)
2023 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).)
2023 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.)