North Carolina § 55A-8-01 - Requirement for and duties of board.

§ 55A-8-01. Requirement for and duties of board.

Except as provided in subsection (c) of this section, each corporation shall have a board of directors. All corporate powers shall be exercised by or under the authority of, and the affairs of the corporation managed under the direction of, its board of directors, except as otherwise provided in the articles of incorporation. A corporation may dispense with or limit the authority of a board of directors by describing in its articles of incorporation who will perform some or all of the duties of a board of directors; but no such limitation upon the authority which the board of directors would otherwise have shall be effective against other persons without actual knowledge of such limitation. To the extent the articles of incorporation vests authority of the board of directors in an individual or group other than the board of directors, the individual or group in the exercise of such authority shall be deemed to be acting as the board of directors for all purposes of this Chapter. History (1955, c. 1230; 1985 (Reg. Sess., 1986), c. 801, s. 18; 1993, c. 398, s. 1.) NORTH CAROLINA COMMENTARY Subsection (c) of this section permits a corporation to dispense with or limit the authority of its board of directors only by a provision in its articles of incorporation; it does not permit a members' agreement to effect such an arrangement, in contrast with G.S. 55-8-01(c) which permits a shareholders' agreement to do so. Legal Periodicals. - For article, "Duties of Nonprofit Corporate Directors - Emphasizing Oversight Responsibilities," see 90 N.C. L. Rev. 1845 (2012).