(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
(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).)
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
(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
(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 corporation2. Limited liability company;3. Profit and nonprofit unincorporated association, chapter or
other organizational unit; and |4. Business trust, estate, partnership, trust;