§ 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).)
§ 55A-1-40. 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 whether or not the group is
designated as directors in the articles of incorporation or bylaws.
(2a) "Business corporation" or "domestic business corporation" means a
corporation as defined in G.S. 55-1-40.
(3) "Bylaws" means the rules (other than the articles) adopted pursuant to this
Chapter for the regulation or management of the affairs of the corporation
irrespective of the name or names by which the rules are designated.
(4) "Charitable or religious corporation" means any corporation that is exempt
under section 501(c)(3) of the Internal Revenue Code of 1986 or any successor
section, or that is organized exclusively for one or more of the purposes
specified in section 501(c)(3) of the Internal Revenue Code of 1986 or any
successor section and that upon dissolution shall distribute its assets to a
charitable or religious corporation, the United States, a state or an entity that
is exempt under section 501(c)(3) of the Internal Revenue Code of 1986 or
any successor section.
(4a) "Conspicuous" means so written that a reasonable person against whom the
writing is to operate should have noticed it. For example, printing in italics or
boldface or contrasting color, or typing in capitals or underlined, is
conspicuous.
(5) "Corporation" or "domestic corporation" means a nonprofit corporation
subject to the provisions of this Chapter, except a foreign corporation.
(6) "Delegates" means those persons elected or appointed to vote in a
representative assembly for the election of a director or directors or on other
matters.
(7) "Deliver" includes mail.
(8) "Distribution" means a direct or indirect transfer of money or other property
or incurrence of indebtedness by a corporation to or for the benefit of its
members, directors, or officers, or to or for the benefit of transferees in
liquidation under Article 14 of this Chapter (other than creditors).
(8a) "Domestic limited liability company" has the same meaning as the term
"LLC" in G.S. 57D-1-03.
(8b) "Domestic limited partnership" has the same meaning as in G.S. 59-102.
(9) "Effective date of notice" is defined in G.S. 55A-1-41.
(9a) "Electronic" has the same meaning as in G.S. 66-312.
(9b) "Electronic record" has the same meaning as in G.S. 66-312.
(9c) "Electronic signature" has the same meaning as in G.S. 66-312.
(10) "Entity" includes:
a. Any domestic or foreign:
1. Corporation; business corporation; professional corporation
2. Limited liability company;
3. Profit and nonprofit unincorporated association, chapter or
other organizational unit; and |
4. Business trust, estate, partnership, trust;
G.S. 55A-1-40
b. Two or more persons having a joint or common economic interest; and c. The United States, and any state and foreign government.
(10a) "Foreign business corporation" means a foreign corporation as defined in
G.S. 55-1-40.
(11) "Foreign corporation" means a corporation (with or without capital stock)
organized under a law other than the law of this State for purposes for which
a corporation might be organized under this Chapter.
(11a) "Foreign limited liability company" has the same meaning as the term "foreign
LLC" in G.S. 57D-1-03.
(11b) "Foreign limited partnership" has the same meaning as in G.S. 59-102.
(12) "Governmental subdivision" includes authority, county, district, and
municipality.
(13) "Includes" denotes a partial definition.
(14) "Individual" denotes a natural person legally competent to act and also
includes the estate of an incompetent or deceased individual.
(15) "Means" denotes an exhaustive definition.
(16) "Member" means a person who is, by the articles of incorporation or bylaws
of the corporation, either (i) specifically designated as a member or (ii)
included in a category of persons specifically designated as members. A
person is not a member solely by reason of having voting rights or other rights
associated with membership.
(17) "Nonprofit corporation" means a corporation intended to have no income or
intended to have income none of which is distributable to its members,
directors, or officers, except as permitted by Article 13 of this Chapter, and
includes all associations without capital stock formed under Subchapter V of
Chapter 54 of the General Statutes or under any act or acts replaced thereby.
(18) "Notice" includes demand and is defined in G.S. 55A-1-41.
(19) "Person" includes individual and entity.
(20) "Principal office" means the office (in or out of this State) where the principal
offices of a domestic or foreign corporation are located, as most recently
designated by the domestic or foreign corporation in its articles of
incorporation, a Designation of Principal Office Address form, a
Corporation's Statement of Change of Principal Office Address form, or in the
case of a foreign corporation, its application for a certificate of authority.
(21) "Proceeding" includes civil suit and criminal, administrative, and
investigatory action.
(22) "Record date" means the date established under Article 7 of this Chapter on
which a corporation determines the identity of its members for the purposes
of this Chapter.
(23) "Secretary" means the corporate officer to whom the board of directors has
delegated responsibility under G.S. 55A-8-40(c) for custody of the minutes of
the meetings of the board of directors and of the members and for
authenticating records of the corporation.
(24) "State," when referring to a part of the United States, includes a state and
commonwealth (and their agencies and governmental subdivisions) and a
territory, and insular possession (and their agencies and governmental
subdivisions) of the United States.
(24a) "Unincorporated entity" means a domestic or foreign limited liability
company, a domestic or foreign limited partnership, a registered limited
liability partnership or foreign limited liability partnership as defined in
G.S. 55A-1-40 Page 3
G.S. 59-32, or any other partnership as defined in G.S. 59-36, whether or not
formed under the laws of this State.
(25) "United States" includes district, authority, bureau, commission, department,
and any other agency of the United States.
(26) "Vote" includes authorization by written ballot and written consent, including
through an electronic voting system or electronic ballot and electronic
consent. (1955, c. 1230; 1959, c. 1161, s. 4; 1985 (Reg. Sess., 1986), c. 801,
s. 1; 1993, c. 398, s. 1; 1995, c. 539, s. 15; 1999-369, s. 2.2; 2001-358, s. 5(b);
2001-387, ss. 33, 34, 35, 173, 175(a); 2001-413, s. 6; 2001-487, s. 62(e);
2008-37, s. 1; 2013-157, s. 4; 2021-162, s. 2(a).)