2010 North Carolina Code
Chapter 55 North Carolina Business Corporation Act.
Article 10 - Amendment of Articles of Incorporation and Bylaws.
55-10-22. Bylaw increasing quorum or voting requirement for directors.
55‑10‑22. Bylaw increasing quorum or voting requirement for directors.
(a) A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed:
(1) If originally adopted by the shareholders, only by the shareholders, unless amendment or repeal by the board of directors is permitted pursuant to subsection (b);
(2) If originally adopted by the board of directors, either by the shareholders or by the board of directors.
(b) A bylaw adopted or amended by the shareholders that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.
(c) A bylaw referred to in subsection (a):
(1) May not be adopted by the board of directors by a vote less than a majority of the directors then in office, and
(2) May not itself be amended by a quorum or vote of the directors less than the quorum or vote therein prescribed or prescribed by the shareholders pursuant to subsection (b). (1955, c. 1371, s. 1; 1959, c. 1316, ss. 2, 3; 1973, c. 469, s. 4; 1989, c. 265, s. 1.)
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