N.C. Gen. Stat. § 55A-1-01
Short title
Short title. This Chapter shall be known and may be cited as the "North Carolina Nonprofit Corporation Act". (1993, c. 398, s. 1.)
North Carolina General Statutes Chapter 55A — North Carolina Nonprofit Corporation Act.
North Carolina · statute · N.C. Gen. Stat. ch. 55A · 172 active provisions
Provisions
N.C. Gen. Stat. § 55A-1-20
Filing requirements
Filing requirements. (a) A document required or permitted by this Chapter to be filed by the Secretary of State must be filed under Chapter 55D of the General Statutes. (b) A document submitted on behalf of a domestic or foreign corporation must be executed: (1) By the presiding officer of its board of directors, by it…
N.C. Gen. Stat. § 55A-1-21
Forms
Forms. (a) The Secretary of State may promulgate and furnish on request forms for: (1) An application for a certificate of existence; (2) A foreign corporation's application for a certificate of authority to conduct affairs in this State; (3) A foreign corporation's application for a certificate of withdrawal; (4) Desi…
N.C. Gen. Stat. § 55A-1-22
Filing, service, and copying fees
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…
N.C. Gen. Stat. § 55A-1-28
Certificate of existence
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…
N.C. Gen. Stat. § 55A-1-30
Powers
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.)
N.C. Gen. Stat. § 55A-1-31
Interrogatories by Secretary of State
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…
N.C. Gen. Stat. § 55A-1-32
Penalties imposed upon corporations, officers, and directors for failure to answer interrogatories
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…
N.C. Gen. Stat. § 55A-1-33
Information disclosed by interrogatories
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…
N.C. Gen. Stat. § 55A-1-40
Chapter definitions
Chapter definitions. In this Chapter unless otherwise specifically provided: (1) "Articles of incorporation" include amended and restated articles of incorporation and articles of merger. (2) "Board" or "board of directors" means the group of natural persons vested by the corporation with the management of its affairs…
N.C. Gen. Stat. § 55A-1-41
Notice
Notice. (a) Notice under this Chapter shall be in writing unless oral notice is authorized in the corporation's articles of incorporation or bylaws and written notice is not specifically required by this Chapter. (b) Notice may be communicated in person; by electronic means; or by mail or private carrier. If these form…
N.C. Gen. Stat. § 55A-1-50
Private Foundations
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 corpora…
N.C. Gen. Stat. § 55A-1-60
Judicial relief
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,…
N.C. Gen. Stat. § 55A-1-70
Electronic transactions
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 a…
N.C. Gen. Stat. § 55A-2-01
Incorporators
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.)
N.C. Gen. Stat. § 55A-2-02
Articles of incorporation
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; (2) If the corporation is a charitable or religious corporation, a statement to that effect if it was incorporated on or after the effect…
N.C. Gen. Stat. § 55A-2-03
Incorporation
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 pr…
N.C. Gen. Stat. § 55A-2-05
Organization of corporation
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 co…
N.C. Gen. Stat. § 55A-2-06
Bylaws
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.…
N.C. Gen. Stat. § 55A-2-07
Emergency bylaws
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…
N.C. Gen. Stat. § 55A-3-01
Purposes
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 unde…
N.C. Gen. Stat. § 55A-3-02
General powers
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 same powers as an individual to do all things necessary or convenient to carry out its affairs, including without limitation, power: (1)…
N.C. Gen. Stat. § 55A-3-03
Emergency powers
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…
N.C. Gen. Stat. § 55A-3-04
Ultra vires
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 en…
N.C. Gen. Stat. § 55A-3-05
Exercise of corporate franchises not granted
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,…
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