The provisions of G.S. 55‑9‑02shall not be applicable to any corporation that shall be made the subject of abusiness combination by an other entity if: (i) the corporation was not apublic corporation (as defined in G.S. 55‑1‑40(18a)) at the timesuch other entity acquired in excess of ten percent (10%) of the voting shares;(ii) on or before September 30, 1990 (or such earlier date as may beirrevocably established by resolution of the board of directors), the board ofdirectors of a corporation to which G.S. 55‑9‑02 was not applicableon July 1, 1990, (other than a corporation described in G.S. 55‑9‑05(iii))adopted a bylaw stating that the provisions of this Article shall not beapplicable to the corporation; (iii) in the case of a corporation to which G.S.55‑9‑02 was not applicable on July 1, 1990, as the result ofadoption by its board of directors under G.S. 55‑9‑05(ii) of abylaw providing that G.S. 55‑9‑02 not apply to such corporation,the board of directors of such corporation shall not have rescinded such bylawon or before September 30, 1990 (or such earlier date as may be irrevocablyestablished by resolution of the board of directors); (iv) in the case of acorporation (including its predecessors) which becomes a public corporation forthe first time after July 1, 1990, such corporation adopts a bylaw within 90days of becoming a public corporation stating that the provisions of thisArticle shall not be applicable to it; (v) in the case of a newly formedcorporation after April 23, 1987, the initial articles of incorporation of thecorporation shall provide that the provisions of this Article shall not beapplicable; (vi) such business combination was the subject of an existingagreement of the corporation on April 23, 1987; or (vii) on or after September1, 2000, and on or before December 31, 2000, the board of directors of acorporation to which G.S. 55‑9‑02 was applicable on September 1,2000, adopts a bylaw stating that the provisions of this Article shall not beapplicable to the corporation. Neither the adoption or failure to adopt a bylawof the type set forth in G.S. 55‑9‑05(ii), (iv), or (vii) of thissection nor the rescission or failure to rescind a bylaw of the type referredto in G.S. 55‑9‑05(iii) shall constitute grounds for any cause ofaction, at law or in equity, against the corporation or any of its directors. (1987,c. 88, s. 1; 1989, c. 265, s. 1; 1989 (Reg. Sess., 1990), c. 1024, s. 12.15;2000‑140, s. 44.)
The provisions of G.S. 55‑9‑02shall not be applicable to any corporation that shall be made the subject of abusiness combination by an other entity if: (i) the corporation was not apublic corporation (as defined in G.S. 55‑1‑40(18a)) at the timesuch other entity acquired in excess of ten percent (10%) of the voting shares;(ii) on or before September 30, 1990 (or such earlier date as may beirrevocably established by resolution of the board of directors), the board ofdirectors of a corporation to which G.S. 55‑9‑02 was not applicableon July 1, 1990, (other than a corporation described in G.S. 55‑9‑05(iii))adopted a bylaw stating that the provisions of this Article shall not beapplicable to the corporation; (iii) in the case of a corporation to which G.S.55‑9‑02 was not applicable on July 1, 1990, as the result ofadoption by its board of directors under G.S. 55‑9‑05(ii) of abylaw providing that G.S. 55‑9‑02 not apply to such corporation,the board of directors of such corporation shall not have rescinded such bylawon or before September 30, 1990 (or such earlier date as may be irrevocablyestablished by resolution of the board of directors); (iv) in the case of acorporation (including its predecessors) which becomes a public corporation forthe first time after July 1, 1990, such corporation adopts a bylaw within 90days of becoming a public corporation stating that the provisions of thisArticle shall not be applicable to it; (v) in the case of a newly formedcorporation after April 23, 1987, the initial articles of incorporation of thecorporation shall provide that the provisions of this Article shall not beapplicable; (vi) such business combination was the subject of an existingagreement of the corporation on April 23, 1987; or (vii) on or after September1, 2000, and on or before December 31, 2000, the board of directors of acorporation to which G.S. 55‑9‑02 was applicable on September 1,2000, adopts a bylaw stating that the provisions of this Article shall not beapplicable to the corporation. Neither the adoption or failure to adopt a bylawof the type set forth in G.S. 55‑9‑05(ii), (iv), or (vii) of thissection nor the rescission or failure to rescind a bylaw of the type referredto in G.S. 55‑9‑05(iii) shall constitute grounds for any cause ofaction, at law or in equity, against the corporation or any of its directors. (1987,c. 88, s. 1; 1989, c. 265, s. 1; 1989 (Reg. Sess., 1990), c. 1024, s. 12.15;2000‑140, s. 44.)
The provisions of G.S. 55‑9‑02shall not be applicable to any corporation that shall be made the subject of abusiness combination by an other entity if: (i) the corporation was not apublic corporation (as defined in G.S. 55‑1‑40(18a)) at the timesuch other entity acquired in excess of ten percent (10%) of the voting shares;(ii) on or before September 30, 1990 (or such earlier date as may beirrevocably established by resolution of the board of directors), the board ofdirectors of a corporation to which G.S. 55‑9‑02 was not applicableon July 1, 1990, (other than a corporation described in G.S. 55‑9‑05(iii))adopted a bylaw stating that the provisions of this Article shall not beapplicable to the corporation; (iii) in the case of a corporation to which G.S.55‑9‑02 was not applicable on July 1, 1990, as the result ofadoption by its board of directors under G.S. 55‑9‑05(ii) of abylaw providing that G.S. 55‑9‑02 not apply to such corporation,the board of directors of such corporation shall not have rescinded such bylawon or before September 30, 1990 (or such earlier date as may be irrevocablyestablished by resolution of the board of directors); (iv) in the case of acorporation (including its predecessors) which becomes a public corporation forthe first time after July 1, 1990, such corporation adopts a bylaw within 90days of becoming a public corporation stating that the provisions of thisArticle shall not be applicable to it; (v) in the case of a newly formedcorporation after April 23, 1987, the initial articles of incorporation of thecorporation shall provide that the provisions of this Article shall not beapplicable; (vi) such business combination was the subject of an existingagreement of the corporation on April 23, 1987; or (vii) on or after September1, 2000, and on or before December 31, 2000, the board of directors of acorporation to which G.S. 55‑9‑02 was applicable on September 1,2000, adopts a bylaw stating that the provisions of this Article shall not beapplicable to the corporation. Neither the adoption or failure to adopt a bylawof the type set forth in G.S. 55‑9‑05(ii), (iv), or (vii) of thissection nor the rescission or failure to rescind a bylaw of the type referredto in G.S. 55‑9‑05(iii) shall constitute grounds for any cause ofaction, at law or in equity, against the corporation or any of its directors. (1987,c. 88, s. 1; 1989, c. 265, s. 1; 1989 (Reg. Sess., 1990), c. 1024, s. 12.15;2000‑140, s. 44.)
