North Carolina § 55A-7-05 - Notice of meeting.

§ 55A-7-05. Notice of meeting.

A corporation shall give notice of meetings of members by any means that is fair and reasonable and consistent with its bylaws. Any notice that conforms to the requirements of subsection (c) is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered; provided, however, that notice of matters referred to in subdivision (c)(2) of this section shall be given as provided in subsection (c) of this section. Notice is fair and reasonable if: The corporation gives notice to all members entitled to vote at the meeting of the place, date, and time of each annual, regular, and special meeting of members no fewer than 10, or, if notice is mailed by other than first class, registered or certified mail, no fewer than 30, nor more than 60 days before the meeting date; Notice of an annual or regular meeting includes a description of any matter or matters that shall be approved by the members under G.S. 55A-8-31, 55A-8-55, 55A-10-03, 55A-10-21, 55A-11-04, 55A-12-02, or 55A-14-02; and Notice of special meeting includes a description of the matter or matters for which the meeting is called. Unless the bylaws require otherwise, if an annual, regular, or special meeting of members is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place, if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under G.S. 55A-7-07, however, notice of the adjourned meeting shall be given under this section to the members of record entitled to vote at the meeting as of the new record date. When giving notice of an annual, regular, or special meeting of members, a corporation shall give notice of a matter a member intends to raise at the meeting if: Requested in writing to do so by a person or persons entitled to call a special meeting pursuant to G.S. 55A-7-02; and The request is received by the secretary or president of the corporation at least 10 days before the corporation gives notice of the meeting. History (1955, c. 1230; 1993, c. 398, s. 1.) NORTH CAROLINA COMMENTARY Subsection (a) is a departure from prior law and recognizes that the traditional written notice to each member by personal delivery or mail may be burdensome in certain cases. Thus, notice may be given by any means that is consistent with the bylaws and that is "fair and reasonable when all the circumstances are considered." Relevant circumstances include the purpose of the meeting and the nature and size of the corporation. Subsection (c) establishes a "safe harbor" for what is fair and reasonable notice, but subsection (b) provides that the safe harbor is not mandatory except with respect to matters referred to in subdivision (c)(2).