In this Chapter unlessotherwise specifically provided:
(1) "Articles ofincorporation" include amended and restated articles of incorporation andarticles of merger.
(2) "Board" or"board of directors" means the group of natural persons vested by thecorporation with the management of its affairs whether or not the group isdesignated as directors in the articles of incorporation or bylaws.
(2a) "Businesscorporation" or "domestic business corporation" means acorporation as defined in G.S. 55‑1‑40.
(3) "Bylaws"means the rules (other than the articles) adopted pursuant to this Chapter forthe regulation or management of the affairs of the corporation irrespective ofthe name or names by which the rules are designated.
(4) "Charitable orreligious corporation" means any corporation that is exempt under section501(c)(3) of the Internal Revenue Code of 1986 or any successor section, orthat is organized exclusively for one or more of the purposes specified insection 501(c)(3) of the Internal Revenue Code of 1986 or any successor sectionand that upon dissolution shall distribute its assets to a charitable orreligious corporation, the United States, a state or an entity that is exemptunder section 501(c)(3) of the Internal Revenue Code of 1986 or any successorsection.
(4a) "Conspicuous"means so written that a reasonable person against whom the writing is tooperate should have noticed it. For example, printing in italics or boldface orcontrasting color, or typing in capitals or underlined, is conspicuous.
(5) "Corporation"or "domestic corporation" means a nonprofit corporation subject tothe provisions of this Chapter, except a foreign corporation.
(6) "Delegates"means those persons elected or appointed to vote in a representative assemblyfor 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 ofindebtedness by a corporation to or for the benefit of its members, directors,or officers, or to or for the benefit of transferees in liquidation underArticle 14 of this Chapter (other than creditors).
(8a) "Domesticlimited liability company" has the same meaning as in G.S. 57C‑1‑03.
(8b) "Domesticlimited partnership" has the same meaning as in G.S. 59‑102.
(9) "Effective dateof notice" is defined in G.S. 55A‑1‑41.
(9a) "Electronic"has the same meaning as in G.S. 66‑312.
(9b) "Electronicrecord" has the same meaning as in G.S. 66‑312.
(9c) "Electronicsignature" has the same meaning as in G.S. 66‑312.
(10) "Entity"includes:
a. Any domestic orforeign:
1. Corporation;business corporation; professional corporation;
2. Limited liabilitycompany;
3. Profit and nonprofitunincorporated association, chapter or other organizational unit; and
4. Business trust,estate, partnership, trust;
b. Two or more personshaving a joint or common economic interest; and
c. The United States,and any state and foreign government.
(10a) "Foreign businesscorporation" means a foreign corporation as defined in G.S. 55‑1‑40.
(11) "Foreigncorporation" means a corporation (with or without capital stock) organizedunder a law other than the law of this State for purposes for which acorporation might be organized under this Chapter.
(11a) "Foreign limitedliability company" has the same meaning as in G.S. 57C‑1‑03.
(11b) "Foreign limitedpartnership" has the same meaning as in G.S. 59‑102.
(12) "Governmentalsubdivision" 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 estateof 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 thecorporation, either (i) specifically designated as a member or (ii) included ina category of persons specifically designated as members. A person is not amember solely by reason of having voting rights or other rights associated withmembership.
(17) "Nonprofitcorporation" means a corporation intended to have no income or intended tohave income none of which is distributable to its members, directors, orofficers, except as permitted by Article 13 of this Chapter, and includes allassociations without capital stock formed under Subchapter V of Chapter 54 ofthe 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) "Principaloffice" means the office (in or out of this State) where the principaloffices of a domestic or foreign corporation are located, as most recentlydesignated by the domestic or foreign corporation in its articles ofincorporation, a Designation of Principal Office Address form, a Corporation'sStatement of Change of Principal Office Address form, or in the case of aforeign corporation, its application for a certificate of authority.
(21) "Proceeding"includes civil suit and criminal, administrative, and investigatory action.
(22) "Recorddate" means the date established under Article 7 of this Chapter on whicha corporation determines the identity of its members for the purposes of thisChapter.
(23) "Secretary"means the corporate officer to whom the board of directors has delegatedresponsibility under G.S. 55A‑8‑40(c) for custody of the minutes ofthe meetings of the board of directors and of the members and forauthenticating records of the corporation.
(24) "State,"when referring to a part of the United States, includes a state andcommonwealth (and their agencies and governmental subdivisions) and aterritory, and insular possession (and their agencies and governmental subdivisions)of the United States.
(24a) "Unincorporatedentity" means a domestic or foreign limited liability company, a domesticor foreign limited partnership, a registered limited liability partnership orforeign limited liability partnership as defined in G.S. 59‑32, or anyother partnership as defined in G.S. 59‑36, whether or not formed underthe laws of this State.
(25) "UnitedStates" includes district, authority, bureau, commission, department, andany other agency of the United States.
(26) "Vote"includes authorization by written ballot and written consent, includingelectronic 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.)
In this Chapter unlessotherwise specifically provided:
(1) "Articles ofincorporation" include amended and restated articles of incorporation andarticles of merger.
(2) "Board" or"board of directors" means the group of natural persons vested by thecorporation with the management of its affairs whether or not the group isdesignated as directors in the articles of incorporation or bylaws.
(2a) "Businesscorporation" or "domestic business corporation" means acorporation as defined in G.S. 55‑1‑40.
(3) "Bylaws"means the rules (other than the articles) adopted pursuant to this Chapter forthe regulation or management of the affairs of the corporation irrespective ofthe name or names by which the rules are designated.
(4) "Charitable orreligious corporation" means any corporation that is exempt under section501(c)(3) of the Internal Revenue Code of 1986 or any successor section, orthat is organized exclusively for one or more of the purposes specified insection 501(c)(3) of the Internal Revenue Code of 1986 or any successor sectionand that upon dissolution shall distribute its assets to a charitable orreligious corporation, the United States, a state or an entity that is exemptunder section 501(c)(3) of the Internal Revenue Code of 1986 or any successorsection.
(4a) "Conspicuous"means so written that a reasonable person against whom the writing is tooperate should have noticed it. For example, printing in italics or boldface orcontrasting color, or typing in capitals or underlined, is conspicuous.
(5) "Corporation"or "domestic corporation" means a nonprofit corporation subject tothe provisions of this Chapter, except a foreign corporation.
(6) "Delegates"means those persons elected or appointed to vote in a representative assemblyfor 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 ofindebtedness by a corporation to or for the benefit of its members, directors,or officers, or to or for the benefit of transferees in liquidation underArticle 14 of this Chapter (other than creditors).
(8a) "Domesticlimited liability company" has the same meaning as in G.S. 57C‑1‑03.
(8b) "Domesticlimited partnership" has the same meaning as in G.S. 59‑102.
(9) "Effective dateof notice" is defined in G.S. 55A‑1‑41.
(9a) "Electronic"has the same meaning as in G.S. 66‑312.
(9b) "Electronicrecord" has the same meaning as in G.S. 66‑312.
(9c) "Electronicsignature" has the same meaning as in G.S. 66‑312.
(10) "Entity"includes:
a. Any domestic orforeign:
1. Corporation;business corporation; professional corporation;
2. Limited liabilitycompany;
3. Profit and nonprofitunincorporated association, chapter or other organizational unit; and
4. Business trust,estate, partnership, trust;
b. Two or more personshaving a joint or common economic interest; and
c. The United States,and any state and foreign government.
(10a) "Foreign businesscorporation" means a foreign corporation as defined in G.S. 55‑1‑40.
(11) "Foreigncorporation" means a corporation (with or without capital stock) organizedunder a law other than the law of this State for purposes for which acorporation might be organized under this Chapter.
(11a) "Foreign limitedliability company" has the same meaning as in G.S. 57C‑1‑03.
(11b) "Foreign limitedpartnership" has the same meaning as in G.S. 59‑102.
(12) "Governmentalsubdivision" 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 estateof 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 thecorporation, either (i) specifically designated as a member or (ii) included ina category of persons specifically designated as members. A person is not amember solely by reason of having voting rights or other rights associated withmembership.
(17) "Nonprofitcorporation" means a corporation intended to have no income or intended tohave income none of which is distributable to its members, directors, orofficers, except as permitted by Article 13 of this Chapter, and includes allassociations without capital stock formed under Subchapter V of Chapter 54 ofthe 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) "Principaloffice" means the office (in or out of this State) where the principaloffices of a domestic or foreign corporation are located, as most recentlydesignated by the domestic or foreign corporation in its articles ofincorporation, a Designation of Principal Office Address form, a Corporation'sStatement of Change of Principal Office Address form, or in the case of aforeign corporation, its application for a certificate of authority.
(21) "Proceeding"includes civil suit and criminal, administrative, and investigatory action.
(22) "Recorddate" means the date established under Article 7 of this Chapter on whicha corporation determines the identity of its members for the purposes of thisChapter.
(23) "Secretary"means the corporate officer to whom the board of directors has delegatedresponsibility under G.S. 55A‑8‑40(c) for custody of the minutes ofthe meetings of the board of directors and of the members and forauthenticating records of the corporation.
(24) "State,"when referring to a part of the United States, includes a state andcommonwealth (and their agencies and governmental subdivisions) and aterritory, and insular possession (and their agencies and governmental subdivisions)of the United States.
(24a) "Unincorporatedentity" means a domestic or foreign limited liability company, a domesticor foreign limited partnership, a registered limited liability partnership orforeign limited liability partnership as defined in G.S. 59‑32, or anyother partnership as defined in G.S. 59‑36, whether or not formed underthe laws of this State.
(25) "UnitedStates" includes district, authority, bureau, commission, department, andany other agency of the United States.
(26) "Vote"includes authorization by written ballot and written consent, includingelectronic 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.)
In this Chapter unlessotherwise specifically provided:
(1) "Articles ofincorporation" include amended and restated articles of incorporation andarticles of merger.
(2) "Board" or"board of directors" means the group of natural persons vested by thecorporation with the management of its affairs whether or not the group isdesignated as directors in the articles of incorporation or bylaws.
(2a) "Businesscorporation" or "domestic business corporation" means acorporation as defined in G.S. 55‑1‑40.
(3) "Bylaws"means the rules (other than the articles) adopted pursuant to this Chapter forthe regulation or management of the affairs of the corporation irrespective ofthe name or names by which the rules are designated.
(4) "Charitable orreligious corporation" means any corporation that is exempt under section501(c)(3) of the Internal Revenue Code of 1986 or any successor section, orthat is organized exclusively for one or more of the purposes specified insection 501(c)(3) of the Internal Revenue Code of 1986 or any successor sectionand that upon dissolution shall distribute its assets to a charitable orreligious corporation, the United States, a state or an entity that is exemptunder section 501(c)(3) of the Internal Revenue Code of 1986 or any successorsection.
(4a) "Conspicuous"means so written that a reasonable person against whom the writing is tooperate should have noticed it. For example, printing in italics or boldface orcontrasting color, or typing in capitals or underlined, is conspicuous.
(5) "Corporation"or "domestic corporation" means a nonprofit corporation subject tothe provisions of this Chapter, except a foreign corporation.
(6) "Delegates"means those persons elected or appointed to vote in a representative assemblyfor 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 ofindebtedness by a corporation to or for the benefit of its members, directors,or officers, or to or for the benefit of transferees in liquidation underArticle 14 of this Chapter (other than creditors).
(8a) "Domesticlimited liability company" has the same meaning as in G.S. 57C‑1‑03.
(8b) "Domesticlimited partnership" has the same meaning as in G.S. 59‑102.
(9) "Effective dateof notice" is defined in G.S. 55A‑1‑41.
(9a) "Electronic"has the same meaning as in G.S. 66‑312.
(9b) "Electronicrecord" has the same meaning as in G.S. 66‑312.
(9c) "Electronicsignature" has the same meaning as in G.S. 66‑312.
(10) "Entity"includes:
a. Any domestic orforeign:
1. Corporation;business corporation; professional corporation;
2. Limited liabilitycompany;
3. Profit and nonprofitunincorporated association, chapter or other organizational unit; and
4. Business trust,estate, partnership, trust;
b. Two or more personshaving a joint or common economic interest; and
c. The United States,and any state and foreign government.
(10a) "Foreign businesscorporation" means a foreign corporation as defined in G.S. 55‑1‑40.
(11) "Foreigncorporation" means a corporation (with or without capital stock) organizedunder a law other than the law of this State for purposes for which acorporation might be organized under this Chapter.
(11a) "Foreign limitedliability company" has the same meaning as in G.S. 57C‑1‑03.
(11b) "Foreign limitedpartnership" has the same meaning as in G.S. 59‑102.
(12) "Governmentalsubdivision" 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 estateof 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 thecorporation, either (i) specifically designated as a member or (ii) included ina category of persons specifically designated as members. A person is not amember solely by reason of having voting rights or other rights associated withmembership.
(17) "Nonprofitcorporation" means a corporation intended to have no income or intended tohave income none of which is distributable to its members, directors, orofficers, except as permitted by Article 13 of this Chapter, and includes allassociations without capital stock formed under Subchapter V of Chapter 54 ofthe 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) "Principaloffice" means the office (in or out of this State) where the principaloffices of a domestic or foreign corporation are located, as most recentlydesignated by the domestic or foreign corporation in its articles ofincorporation, a Designation of Principal Office Address form, a Corporation'sStatement of Change of Principal Office Address form, or in the case of aforeign corporation, its application for a certificate of authority.
(21) "Proceeding"includes civil suit and criminal, administrative, and investigatory action.
(22) "Recorddate" means the date established under Article 7 of this Chapter on whicha corporation determines the identity of its members for the purposes of thisChapter.
(23) "Secretary"means the corporate officer to whom the board of directors has delegatedresponsibility under G.S. 55A‑8‑40(c) for custody of the minutes ofthe meetings of the board of directors and of the members and forauthenticating records of the corporation.
(24) "State,"when referring to a part of the United States, includes a state andcommonwealth (and their agencies and governmental subdivisions) and aterritory, and insular possession (and their agencies and governmental subdivisions)of the United States.
(24a) "Unincorporatedentity" means a domestic or foreign limited liability company, a domesticor foreign limited partnership, a registered limited liability partnership orforeign limited liability partnership as defined in G.S. 59‑32, or anyother partnership as defined in G.S. 59‑36, whether or not formed underthe laws of this State.
(25) "UnitedStates" includes district, authority, bureau, commission, department, andany other agency of the United States.
(26) "Vote"includes authorization by written ballot and written consent, includingelectronic 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.)
