North Carolina Statutes

Chapter 55A North Carolina Nonprofit Corporation Act

Article 1 - General Provisions.

Article 2 - Organization.

  • § 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...
  • § 55A-2-02   Articles of incorporation
    (a) The articles of incorporation shall set forth: (1) A corporate name for the corporation that satisfies the requirements of G.S. 55D‑20 and G.S. 55D‑21;...
  • § 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...
  • § 55A-2-04   Reserved for future codification purposes
  • § 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...
  • § 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...
  • § 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...

Article 3 - Purposes and Powers.

  • § 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...
  • § 55A-3-02   General powers
    (a) Unless its articles of incorporation or this Chapter provides otherwise, every corporation has perpetual duration and succession in its corporate name and has the...
  • § 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...
  • § 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...
  • § 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...
  • § 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...
  • § 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...

Article 4 - Names.

Article 5 - Office and Agent.

Article 6 - Members and Memberships.

  • § 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...
  • § 55A-6-02 through 55A-6-19   Reserved for future codification purposes
  • § 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...
  • § 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.
  • § 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.
  • § 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...
  • § 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...
  • § 55A-6-25 through 55A-6-29   Reserved for future codification purposes
  • § 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...
  • § 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...
  • § 55A-6-32 through 55A-6-39   Reserved for future codification purposes
  • § 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...

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

  • § 55A-7-01   Annual and regular meetings
    (a) A corporation having members with the right to vote for directors shall hold a meeting of such members annually. (b) A corporation with members...
  • § 55A-7-02   Special meeting
    (a) A corporation with members shall hold a special meeting of members: (1) On call of its board of directors or the person or persons...
  • § 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...
  • § 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...
  • § 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...
  • § 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...
  • § 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...
  • § 55A-7-08   Action by written ballot
    (a) Unless prohibited or limited by the articles of incorporation or bylaws and without regard to the requirements of G.S. 55A‑7‑04, any action that may...
  • § 55A-7-09 through 55A-7-19   Reserved for future codification purposes
  • § 55A-7-20   Members' list for meeting
    (a) After fixing a record date for a notice of a meeting, a corporation shall prepare an alphabetical list of the names of all its...
  • § 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....
  • § 55A-7-22   Quorum requirements
    (a) Unless this Chapter, the articles of incorporation, or bylaws provide for a higher or lower quorum, ten percent (10%) of the votes entitled to...
  • § 55A-7-23   Voting requirements
    (a) Unless this Chapter, the articles of incorporation, or the bylaws require a greater vote or voting by class, if a quorum is present, the...
  • § 55A-7-24   Proxies
    (a) Unless the articles of incorporation or bylaws prohibit or limit proxy voting, a member may vote in person or by proxy. A member may...
  • § 55A-7-25   Voting for directors; cumulative voting
    (a) Unless otherwise provided in the articles of incorporation, the bylaws, or an agreement valid under G.S. 55A‑7‑30, directors are elected by a plurality of...
  • § 55A-7-26   Other methods of electing directors
    A corporation may provide in its articles of incorporation or bylaws for election of directors by members or delegates: (1) On the basis of chapter...
  • § 55A-7-27   Corporation's acceptance of votes
    (a) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation if acting in...
  • § 55A-7-28   Reserved for future codification purposes
  • § 55A-7-29   Reserved for future codification purposes
  • § 55A-7-30   Voting agreements
    (a) Two or more members may provide for the manner in which their voting rights will be exercised by signing an agreement for that purpose....
  • § 55A-7-31 through 55A-7-39   Reserved for future codification purposes
  • § 55A-7-40   Derivative proceedings
    (a) An action may be brought in a superior court of this State, which shall have exclusive original jurisdiction over actions brought hereunder, in the...

Article 8 - Directors and Officers.

  • § 55A-8-01   Requirement for and duties of board
    (a) Except as provided in subsection (c) of this section, each corporation shall have a board of directors. (b) All corporate powers shall be exercised...
  • § 55A-8-02   Qualifications of directors
    The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this State or a member of...
  • § 55A-8-03   Number of directors
    (a) A board of directors shall consist of one or more natural persons, with the number specified in or fixed in accordance with the articles...
  • § 55A-8-04   Election, designation, and appointment of directors
    (a) If the corporation has members entitled to vote for directors, all the directors (except the initial directors) shall be elected at the first annual...
  • § 55A-8-05   Terms of directors generally
    (a) The articles of incorporation or bylaws may specify the terms of directors. In the absence of a contrary provision in the articles of incorporation...
  • § 55A-8-06   Staggered terms for directors
    The articles of incorporation or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups. The terms...
  • § 55A-8-07   Resignation of directors
    (a) A director may resign at any time by communicating his resignation to the board of directors, its presiding officer, or to the corporation. (b)...
  • § 55A-8-08   Removal of directors elected by members or directors
    (a) The members may remove one or more directors elected by them with or without cause unless the articles of incorporation provide that directors may...
  • § 55A-8-09   Removal of designated or appointed directors
    (a) A designated director may be removed by an amendment to the articles of incorporation or bylaws deleting or changing the provision containing the designation....
  • § 55A-8-10   Removal of directors by judicial proceeding
    (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...
  • § 55A-8-11   Vacancy on board
    (a) Unless the articles of incorporation or bylaws provide otherwise, and except as provided in subsections (b) and (c) of this section, if a vacancy...
  • § 55A-8-12   Compensation of directors
    Unless the articles of incorporation provide otherwise, a board of directors may fix the compensation of directors. (1985 (Reg. Sess., 1986), c. 801, s. 26;...
  • § 55A-8-13 through 55A-8-19   Reserved for future codification purposes
  • § 55A-8-20   Regular and special meetings
    (a) The board of directors may hold regular or special meetings in or out of this State. (b) Unless the articles of incorporation or bylaws...
  • § 55A-8-21   Action without meeting
    (a) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this Chapter to be taken at a board of directors'...
  • § 55A-8-22   Notice of meetings
    (a) Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date,...
  • § 55A-8-23   Waiver of notice
    (a) A director may waive any notice required by this Chapter, the articles of incorporation, or bylaws before or after the date and time stated...
  • § 55A-8-24   Quorum and voting
    (a) Except as otherwise provided in: (i) this Chapter, (ii) the articles of incorporation, or (iii) the bylaws, a quorum of a board of directors...
  • § 55A-8-25   Committees of the board
    (a) Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees of the board and appoint...
  • § 55A-8-26 through 55A-8-29   Reserved for future codification purposes
  • § 55A-8-30   General standards for directors
    (a) A director shall discharge his duties as a director, including his duties as a member of a committee: (1) In good faith; (2) With...
  • § 55A-8-31   Director conflict of interest
    (a) A conflict of interest transaction is a transaction with the corporation in which a director of the corporation has a direct or indirect interest....
  • § 55A-8-32   Loans to or guaranties for directors and officers
    No loan, guaranty, or other form of security shall be made or provided by a corporation to or for the benefit of its directors or...
  • § 55A-8-33   Liability for unlawful loans or distributions
    (a) The liabilities imposed by this section are in addition to any other liabilities imposed by law upon directors of a corporation. (b) A director...
  • § 55A-8-34 through 55A-8-39   Reserved for future codification purposes
  • § 55A-8-40   Officers
    (a) A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws. (b) A duly...
  • § 55A-8-41   Duties of officers
    Each officer has the authority and duties set forth in the bylaws or, to the extent consistent with the bylaws, the authority and duties prescribed...
  • § 55A-8-42   Standards of conduct for officers
    (a) An officer with discretionary authority shall discharge his duties under that authority: (1) In good faith; (2) With the care an ordinarily prudent person...
  • § 55A-8-43   Resignation and removal of officers
    (a) An officer may resign at any time by communicating his resignation to the corporation. A resignation is effective when it is communicated unless it...
  • § 55A-8-44   Contract rights of officers
    (a) The appointment of an officer does not itself create contract rights. (b) An officer's removal does not affect the officer's contract rights, if any,...
  • § 55A-8-45 through 55A-8-49   Reserved for future codification purposes
  • § 55A-8-50   Policy statement and definitions
    (a) It is the public policy of this State to enable corporations organized under this Chapter to attract and maintain responsible, qualified directors, officers, employees,...
  • § 55A-8-51   Authority to indemnify
    (a) Except as provided in subsection (d) of this section, a corporation may indemnify an individual made a party to a proceeding because the individual...
  • § 55A-8-52   Mandatory indemnification
    Unless limited by its articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense...
  • § 55A-8-53   Advance for expenses
    Expenses incurred by a director in defending a proceeding may be paid by the corporation in advance of the final disposition of such proceeding as...
  • § 55A-8-54   Court-ordered indemnification
    Unless a corporation's articles of incorporation provide otherwise, a director of the corporation who is a party to a proceeding may apply for indemnification to...
  • § 55A-8-55   Determination and authorization of indemnification
    (a) A corporation shall not indemnify a director under G.S. 55A‑8‑51 unless authorized in the specific case after a determination has been made that indemnification...
  • § 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...
  • § 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...
  • § 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...
  • § 55A-8-59   Reserved for future codification purposes
  • § 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...

Article 10 - Amendment of Articles of Incorporation and Bylaws.

  • § 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...
  • § 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...
  • § 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...
  • § 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...
  • § 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...
  • § 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....
  • § 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...
  • § 55A-10-08 through 55A-10-19   Reserved for future codification purposes
  • § 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...
  • § 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...
  • § 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...
  • § 55A-10-23 through 55A-10-29   Reserved for future codification purposes
  • § 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...

Article 11 - 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...
  • § 55A-11-02   Limitations on mergers by charitable or religious corporations
    (a) Without the prior approval of the superior court in a proceeding in which the Attorney General has been given written notice, a charitable or...
  • § 55A-11-03   Action on plan
    (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...
  • § 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...
  • § 55A-11-05   Effect of merger
    (a) When a merger pursuant to G.S. 55A‑11‑01, 55A‑11‑06, or 55A‑11‑08 takes effect: (1) Each other merging corporation merges into the surviving corporation and the...
  • § 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...
  • § 55A-11-07   Bequests, devises, and gifts
    Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance, that is made to a constituent...
  • § 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...
  • § 55A-11-09   Merger with unincorporated entity
    (a) As used in this section, "business entity" means a domestic business corporation (including a professional corporation as defined in G.S. 55B‑2), a foreign business...
  • § 55A-11-10   Merger with certain charitable or religious corporation or hospital authority
    (a) A hospital authority created by a city may merge into a charitable or religious corporation having its principal office in the county in which...

Article 12 - Transfer of Assets.

Article 13 - 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.,...
  • § 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...

Article 14 - Dissolution.

  • § 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...
  • § 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...
  • § 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...
  • § 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...
  • § 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...
  • § 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,...
  • § 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...
  • § 55A-14-08   Unknown and certain other claims against dissolved corporation
    (a) A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with...
  • § 55A-14-09   Enforcement of claims
    (a) A claim under G.S. 55A‑14‑07 or G.S. 55A‑14‑08 may be enforced: (1) Against the dissolved corporation, to the extent of its undistributed assets, including...
  • § 55A-14-10 through 55A-14-19   Reserved for future codification purposes
  • § 55A-14-20   Grounds for administrative dissolution
    The Secretary of State may commence a proceeding under G.S. 55A‑14‑21 to dissolve administratively a corporation if: (1) The corporation does not pay within 60...
  • § 55A-14-21   Procedure for and effect of administrative dissolution
    (a) If the Secretary of State determines that one or more grounds exist under G.S. 55A‑14‑20 for dissolving a corporation, the Secretary of State shall...
  • § 55A-14-22   Reinstatement following administrative dissolution
    (a) A corporation administratively dissolved under G.S. 55A‑14‑21 may apply to the Secretary of State for reinstatement. The application shall: (1) Recite the name of...
  • § 55A-14-23   Appeal from denial of reinstatement
    (a) If the Secretary of State denies a corporation's application for reinstatement following administrative dissolution, the Secretary of State shall serve the corporation under G.S....
  • § 55A-14-24   Inapplicability of Administrative Procedure Act
    The Administrative Procedure Act shall not apply to any proceeding or appeal provided for in G.S. 55A‑14‑20 through G.S. 55A‑14‑23. (1993, c. 398, s. 1.)
  • § 55A-14-25 through 55A-14-29   Reserved for future codification purposes
  • § 55A-14-30   Grounds for judicial dissolution
    (a) The superior court may dissolve a corporation: (1) In a proceeding by the Attorney General if it is established that: a. The corporation obtained...
  • § 55A-14-31   Procedure for judicial dissolution
    (a) Venue for a proceeding to dissolve a corporation lies in the county where a corporation's principal office, or, if there is none in this...
  • § 55A-14-32   Receivership
    (a) A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or to...
  • § 55A-14-33   Decree of dissolution
    (a) If, after a hearing, the court determines that one or more grounds for judicial dissolution described in G.S. 55A‑14‑30 exist, it may enter a...
  • § 55A-14-34 through 55A-14-39   Reserved for future codification purposes
  • § 55A-14-40   Disposition of amounts due to unavailable members and creditors
    Upon liquidation of a corporation, the portion of the assets distributable to a creditor or member who is unknown or cannot be found shall be...

Article 14A - Reorganization.

Article 15 - Foreign Corporations.

Article 16 - Records and Reports.

  • § 55A-16-01   Corporate records
    (a) A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions taken...
  • § 55A-16-02   Inspection of records by members
    (a) A member is entitled to inspect and copy, at a reasonable time and location specified by the corporation, any of the records of the...
  • § 55A-16-03   Scope of inspection rights
    (a) A member's agent or attorney has the same inspection and copying rights as the member the agent or attorney represents. (b) The right to...
  • § 55A-16-04   Court-ordered inspection
    (a) If a corporation does not allow a member who complies with G.S. 55A‑16‑02(a) to inspect and copy any records required by that subsection to...
  • § 55A-16-05   Limitations on use of membership list
    Without consent of the board of directors, a membership list or any part thereof shall not be obtained or used by any person for any...
  • § 55A-16-06 through 55A-16-19   Reserved for future codification purposes
  • § 55A-16-20   Financial statements for members
    (a) Except as provided in the articles of incorporation or bylaws of a charitable or religious corporation, a corporation upon written demand from a member...
  • § 55A-16-21   Notice of indemnification to members
    If a corporation indemnifies or advances expenses to a director under G.S. 55A‑8‑51, 55A‑8‑52, 55A‑8‑53, 55A‑8‑54, or 55A‑8‑57 in connection with a proceeding by or...
  • § 55A-16-22   Repealed by Session Laws 1995, c. 539, s. 8
  • § 55A-16-23   Principal office address
    (a) Any corporation that does not designate the street address and the mailing address, if different from the street address, of the corporation's principal office...

Article 17 - Transition and Curative Provisions.