2005 North Carolina Code - Chapter 55A — North Carolina Nonprofit Corporation Act.

Article 1 - General Provisions.

• § 55A-1-01. Short title.
• § 55A-1-02. Reservation of power to amend or repeal.
• §§ 55A-1-03 through 55A-1-19. Reserved for future codification purposes.
• § 55A-1-20. Filing requirements.
• § 55A-1-21. Forms.
• § 55A-1-22. Filing, service, and copying fees.
• §§ 55A-1-22.1 through 55A-1-27: Repealed by Session Laws 2001-358, s. 7(b), effective January 1, 2002.
• § 55A-1-28. Certificate of existence.
• § 55A-1-29: Repealed by Session Laws 2001-358, s. 7(b).
• § 55A-1-30. Powers.
• § 55A-1-31. Interrogatories by Secretary of State.
• § 55A-1-32. Penalties imposed upon corporations, officers, and directors for failure to answer interrogatories.
• § 55A-1-33. Information disclosed by interrogatories.
• §§ 55A-1-34 through 55A-1-39. Reserved for future codification purposes.
• § 55A-1-40. Chapter definitions.
• § 55A-1-41. Notice.
• §§ 55A-1-42 through 55A-1-49. Reserved for future codification purposes.
• § 55A-1-50. Private Foundations.
• §§ 55A-1-51 through 55A-1-59. Reserved for future codification purposes.
• § 55A-1-60. Judicial relief.

Article 2 - Organization.

• § 55A-2-01. Incorporators.
• § 55A-2-02. Articles of incorporation.
• § 55A-2-03. Incorporation.
• § 55A-2-04. Reserved for future codification purposes.
• § 55A-2-05. Organization of corporation.
• § 55A-2-06. Bylaws.
• § 55A-2-07. Emergency bylaws.

Article 3 - Purposes and Powers.

• § 55A-3-01. Purposes.
• § 55A-3-02. General powers.
• § 55A-3-03. Emergency powers.
• § 55A-3-04. Ultra vires.
• § 55A-3-05. Exercise of corporate franchises not granted.
• § 55A-3-06. Special powers; public parks and drives and certain recreational corporations.
• § 55A-3-07. Certain corporations subject to Public Records Act and Open Meetings Law.

Article 4 - Names.

• §§ 55A-4-01 through 55A-4-05: Repealed by Session Laws 2001-358, s. 23, effective January 1, 2002.

Article 5 - Office and Agent.

• § 55A-5-01. Registered office and registered agent.
• § 55A-5-02: Repealed by Session Laws 2001-358, s. 48.
• § 55A-5-02.1: Transferred to § 55A-16-23 by Session Laws 2001-358, s. 48(d).
• §§ 55A-5-03 through 55A-5-04: Repealed by Session Laws 2001-358, s. 48(c), effective January 1, 2002.

Article 6 - Members and Memberships.

• § 55A-6-01. Members.
• §§ 55A-6-02 through 55A-6-19. Reserved for future codification purposes.
• § 55A-6-20. Designations, qualifications, rights, and obligations of members.
• § 55A-6-21. Prohibition of stock.
• § 55A-6-22. Member's liability to third parties.
• § 55A-6-23. Member's liability for dues, assessments, and fees.
• § 55A-6-24. Creditor's action against member.
• §§ 55A-6-25 through 55A-6-29. Reserved for future codification purposes.
• § 55A-6-30. Resignation.
• § 55A-6-31. Termination, expulsion, and suspension.
• §§ 55A-6-32 through 55A-6-39. Reserved for future codification purposes.
• § 55A-6-40. Delegates.

Article 7 - Members' Meetings and Voting; Derivative Proceedings.

• § 55A-7-01. Annual and regular meetings.
• § 55A-7-02. Special meeting.
• § 55A-7-03. Court-ordered meeting.
• § 55A-7-04. Action by written consent.
• § 55A-7-05. Notice of meeting.
• § 55A-7-06. Waiver of notice.
• § 55A-7-07. Record date.
• § 55A-7-08. Action by written ballot.
• §§ 55A-7-09 through 55A-7-19. Reserved for future codification purposes.
• § 55A-7-20. Members' list for meeting.
• § 55A-7-21. Voting entitlement generally.
• § 55A-7-22. Quorum requirements.
• § 55A-7-23. Voting requirements.
• § 55A-7-24. Proxies.
• § 55A-7-25. Voting for directors; cumulative voting.
• § 55A-7-26. Other methods of electing directors.
• § 55A-7-27. Corporation's acceptance of votes.
• § 55A-7-28. Reserved for future codification purposes.
• § 55A-7-29. Reserved for future codification purposes.
• § 55A-7-30. Voting agreements.
• §§ 55A-7-31 through 55A-7-39. Reserved for future codification purposes.
• § 55A-7-40. Derivative proceedings.

Article 8 - Directors and Officers.

• § 55A-8-01. Requirement for and duties of board.
• § 55A-8-02. Qualifications of directors.
• § 55A-8-03. Number of directors.
• § 55A-8-04. Election, designation, and appointment of directors.
• § 55A-8-05. Terms of directors generally.
• § 55A-8-06. Staggered terms for directors.
• § 55A-8-07. Resignation of directors.
• § 55A-8-08. Removal of directors elected by members or directors.
• § 55A-8-09. Removal of designated or appointed directors.
• § 55A-8-10. Removal of directors by judicial proceeding.
• § 55A-8-11. Vacancy on board.
• § 55A-8-12. Compensation of directors.
• §§ 55A-8-13 through 55A-8-19. Reserved for future codification purposes.
• § 55A-8-20. Regular and special meetings.
• § 55A-8-21. Action without meeting.
• § 55A-8-22. Notice of meetings.
• § 55A-8-23. Waiver of notice.
• § 55A-8-24. Quorum and voting.
• § 55A-8-25. Committees of the board.
• §§ 55A-8-26 through 55A-8-29. Reserved for future codification purposes.
• § 55A-8-30. General standards for directors.
• § 55A-8-31. Director conflict of interest.
• § 55A-8-32. Loans to or guaranties for directors and officers.
• § 55A-8-33. Liability for unlawful loans or distributions.
• §§ 55A-8-34 through 55A-8-39. Reserved for future codification purposes.
• § 55A-8-40. Officers.
• § 55A-8-41. Duties of officers.
• § 55A-8-42. Standards of conduct for officers.
• § 55A-8-43. Resignation and removal of officers.
• § 55A-8-44. Contract rights of officers.
• §§ 55A-8-45 through 55A-8-49. Reserved for future codification purposes.
• § 55A-8-50. Policy statement and definitions.
• § 55A-8-51. Authority to indemnify.
• § 55A-8-52. Mandatory indemnification.
• § 55A-8-53. Advance for expenses.
• § 55A-8-54. Court-ordered indemnification.
• § 55A-8-55. Determination and authorization of indemnification.
• § 55A-8-56. Indemnification of officers, employees, and agents.
• § 55A-8-57. Additional indemnification and insurance.
• § 55A-8-58. Application of Part.
• § 55A-8-59. Reserved for future codification purposes.
• § 55A-8-60. Immunity.

Article 10 - Amendment of Articles of Incorporation and Bylaws.

• § 55A-10-01. Authority to amend.
• § 55A-10-02. Amendment by board of directors.
• § 55A-10-03. Amendment by directors and members.
• § 55A-10-04. Class voting by members on amendments.
• § 55A-10-05. Articles of amendment.
• § 55A-10-06. Restated articles of incorporation.
• § 55A-10-07. Effect of amendment.
• §§ 55A-10-08 through 55A-10-19. Reserved for future codification purposes.
• § 55A-10-20. Amendment by directors.
• § 55A-10-21. Amendment by directors and members.
• § 55A-10-22. Class voting by members on amendments.
• §§ 55A-10-23 through 55A-10-29. Reserved for future codification purposes.
• § 55A-10-30. Approval by third persons.

Article 11 - Merger.

• § 55A-11-01. Approval of plan of merger.
• § 55A-11-02. Limitations on mergers by charitable or religious corporations.
• § 55A-11-03. Action on plan.
• § 55A-11-04. Articles of merger.
• § 55A-11-05. Effect of merger.
• § 55A-11-06. Merger with foreign corporation.
• § 55A-11-07. Bequests, devises, and gifts.
• § 55A-11-08. Merger with business corporation.
• § 55A-11-09. Merger with unincorporated entity.
• § 55A-11-10. Merger with certain charitable or religious corporation or hospital authority.

Article 12 - Transfer of Assets.

• § 55A-12-01. Sale of assets in regular course of activities and mortgage of assets.
• § 55A-12-02. Sale of assets other than in regular course of activities.

Article 13 - Distributions.

• § 55A-13-01. Prohibited distributions.
• § 55A-13-02. Authorized distributions.

Article 14 - Dissolution.

• § 55A-14-01. Dissolution by incorporators or directors prior to commencement of activities.
• § 55A-14-02. Dissolution by directors, members, and third persons.
• § 55A-14-03. Plan of dissolution.
• § 55A-14-04. Articles of dissolution.
• § 55A-14-05. Revocation of dissolution.
• § 55A-14-06. Effect of dissolution.
• § 55A-14-07. Known claims against dissolved corporation.
• § 55A-14-08. Unknown and certain other claims against dissolved corporation.
• § 55A-14-09. Enforcement of claims.
• §§ 55A-14-10 through 55A-14-19. Reserved for future codification purposes.
• § 55A-14-20. Grounds for administrative dissolution.
• § 55A-14-21. Procedure for and effect of administrative dissolution.
• § 55A-14-22. Reinstatement following administrative dissolution.
• § 55A-14-23. Appeal from denial of reinstatement.
• § 55A-14-24. Inapplicability of Administrative Procedure Act.
• §§ 55A-14-25 through 55A-14-29. Reserved for future codification purposes.
• § 55A-14-30. Grounds for judicial dissolution.
• § 55A-14-31. Procedure for judicial dissolution.
• § 55A-14-32. Receivership.
• § 55A-14-33. Decree of dissolution.
• §§ 55A-14-34 through 55A-14-39. Reserved for future codification purposes.
• § 55A-14-40. Disposition of amounts due to unavailable members and creditors.

Article 14A - Reorganization.

• § 55A-14A-01. Fundamental changes in reorganization proceedings.

Article 15 - Foreign Corporations.

• § 55A-15-01. Authority to conduct affairs required.
• § 55A-15-02. Consequences of conducting affairs without authority.
• § 55A-15-03. Application for certificate of authority.
• § 55A-15-04. Amended certificate of authority.
• § 55A-15-05. Effect of certificate of authority.
• § 55A-15-06: Repealed by Session Laws 2001-358, s. 22, effective January 1, 2002.
• § 55A-15-07. Registered office and registered agent of foreign corporation.
• §§ 55A-15-08 through 55A-15-10: Repealed by Session Laws 2001-358, s. 48(c), effective January 1, 2002.
• §§ 55A-15-11 through 55A-15-19. Reserved for future codification purposes.
• § 55A-15-20. Withdrawal of foreign corporation.
• § 55A-15-21. Withdrawal of foreign corporation by reason of a merger, consolidation, or conversion.
• §§ 55A-15-22 through 55A-15-29. Reserved for future codification purposes.
• § 55A-15-30. Grounds for revocation.
• § 55A-15-31. Procedure and effect of revocation.
• § 55A-15-32. Appeal from revocation.
• § 55A-15-33. Inapplicability of Administrative Procedure Act.

Article 16 - Records and Reports.

• § 55A-16-01. Corporate records.
• § 55A-16-02. Inspection of records by members.
• § 55A-16-03. Scope of inspection rights.
• § 55A-16-04. Court-ordered inspection.
• § 55A-16-05. Limitations on use of membership list.
• §§ 55A-16-06 through 55A-16-19. Reserved for future codification purposes.
• § 55A-16-20. Financial statements for members.
• § 55A-16-21. Notice of indemnification to members.
• § 55A-16-22: Repealed by Session Laws 1995, c. 539, s. 8.
• § 55A-16-23. Principal office address.

Article 17 - Transition and Curative Provisions.

• § 55A-17-01. Applicability of Chapter.
• § 55A-17-02. Certain religious, etc., associations deemed incorporated.
• § 55A-17-03. Saving provisions.
• § 55A-17-04. Severability.
• § 55A-17-05. Validation of amendments to corporate charters extending corporate existence; limitation of actions; intent.