North Carolina § 55A-2-02 - Articles of incorporation.

§ 55A-2-02. Articles of incorporation.

The articles of incorporation shall set forth: A corporate name for the corporation that satisfies the requirements of G.S. 55D-20 and G.S. 55D-21; If the corporation is a charitable or religious corporation, a statement to that effect if it was incorporated on or after the effective date of this Chapter; The street address, and the mailing address if different from the street address, of the corporation's initial registered office, the county in which the initial registered office is located, and the name of the corporation's initial registered agent at that address; The name and address of each incorporator; Whether or not the corporation will have members; Provisions not inconsistent with law regarding the distribution of assets on dissolution; and The street address, and the mailing address, if different from the street address, of the principal office, and the county in which the principal office is located. The articles of incorporation may set forth any provision that under this Chapter is required or permitted to be set forth in the bylaws, and may also set forth: The purpose or purposes for which the corporation is organized, which may be, either alone or in combination with other purposes, the transaction of any lawful activity; The names and addresses of the individuals who are to serve as the initial directors; Provisions not inconsistent with law regarding: Managing and regulating the affairs of the corporation; Defining, limiting, and regulating the powers of the corporation, its board of directors, and members (or any class of members); and The characteristics, qualifications, rights, limitations, and obligations attaching to each or any class of members; A provision limiting or eliminating the personal liability of any director for monetary damages arising out of an action whether by or in the right of the corporation or otherwise for breach of any duty as a director. No such provision shall be effective with respect to (i) acts or omissions that the director at the time of the breach knew or believed were clearly in conflict with the best interests of the corporation, (ii) any liability under G.S. 55A-8-32 or G.S. 55A-8-33, (iii) any transaction from which the director derived an improper personal financial benefit, or (iv) acts or omissions occurring prior to the date the provision became effective. As used herein, the term "improper personal financial benefit" does not include a director's reasonable compensation or other reasonable incidental benefit for or on account of his service as a director, trustee, officer, employee, independent contractor, attorney, or consultant of the corporation. A provision permitted by this Chapter in the articles of incorporation, bylaws, or a contract or resolution indemnifying or agreeing to indemnify a director against personal liability shall be fully effective whether or not there is a provision in the articles of incorporation limiting or eliminating personal liability. The articles of incorporation need not set forth any of the corporate powers enumerated in this Chapter. History (1955, c. 1230; 1957, c. 979, s. 11; 1959, c. 1161, s. 5; 1985 (Reg. Sess., 1986), c. 801, ss. 3, 4; 1993, c. 398, s. 1; 1995, c. 539, s. 17; 2001-358, s. 20; 2001-387, ss. 173, 175(a); 2001-413, s. 6.) NORTH CAROLINA COMMENTARY A nonprofit corporation incorporated on or after July 1, 1994, that is a charitable or religious corporation under G.S. 55A-1-40(4) must include a statement to that effect in its articles of incorporation. It is not necessary to state a corporation's period of duration, its purpose or its initial board of directors as was required under former G.S. 55A-7. A provision limiting or eliminating the personal liability of directors in certain circumstances may now be included in the articles of incorporation. Although such a provision affects only claims by or on behalf of the corporation and does not relieve directors from liability to third parties, immunity from liability to third parties is available to the extent provided in G.S. 55A-8-60 and G.S. 1-539.10. Use of the term "any director" in subdivision (b)(4) is intended to mean that a corporation is not required to be uniform in its treatment of directors under this subdivision. Editor's Note. - Session Laws 2001-358, s. 53, provided that the act, which amended this section, was effective October 1, 2001, and applicable to documents submitted for filing on or after that date. Section 173 of Session Laws 2001-387 changed the effective date of Session Laws 2001-358 from October 1, 2001, to January 1, 2002. Section 6 of Session Laws 2001-413, effective September 14, 2001, added a sentence to s. 175(a) of Session Laws 2001-387, making s. 173 of that act effective when it became law (August 26, 2001). As a result of these changes, the amendment by Session Laws 2001-358 is effective January 1, 2002, and applicable to documents submitted for filing on or after that date. Effect of Amendments. - Session Laws 2001-358, s. 20, effective January 1, 2002, and applicable to documents submitted for filing on or after that date, substituted "G.S. 55D-20 and G.S. 55D-21" for "G.S. 55A-4-01" in subdivision (a)(1).