North Carolina § 55A-6-20 - Designations, qualifications, rights, and obligations of members.

§ 55A-6-20. Designations, qualifications, rights, and obligations of members.

If a corporation has members, the designations, qualifications, rights, and obligations of members shall be set forth in or authorized by the articles of incorporation or bylaws, and may include any provisions not inconsistent with law or the articles of incorporation with respect to: Conditions of admission and membership; Voting rights and the manner of exercising voting rights; The relative rights and obligations of members among themselves, to the corporation, and with respect to the property of the corporation; The manner of terminating membership in the corporation; The rights and obligations of the members and the corporation upon such termination; The transferability or nontransferability of memberships; and Any other matters. Except as otherwise provided in or authorized by the articles of incorporation or bylaws, all members shall have the same designations, qualifications, rights, and obligations. History (1955, c. 1230; 1985 (Reg. Sess., 1986), c. 801, s. 35; 1993, c. 398, s. 1.) NORTH CAROLINA COMMENTARY Any rights or obligations of a member, and any differentiation of designations, qualifications, rights and obligations among members, must be prescribed pursuant to this section. Except for certain procedural or auxiliary rights, such as the right to bring a derivative action or to inspect corporate records, a member does not have any rights or obligations, such as the right to vote, solely by reason of being a member; and, conversely, G.S. 55A-1-40(16) provides that a person is not a member solely by reason of having voting or other rights normally associated with membership. Thus, for example, there can be voting nonmembers as well as nonvoting members. Editor's Note. - The number of this section was assigned by the Revisor of Statutes, the number in Session Laws 1993, c. 398, s. 1 having been 55A-6-10. Legal Periodicals. - For note, "The Nonprofit Corporation in North Carolina: Recognizing a Right to Member Derivative Suits," see 63 N.C.L. Rev. 999 (1985).