§ 55A-10-03. Amendment by directors and members. - North Carolina Statutes

§55A‑10‑03.  Amendment by directors and members.

(a)        If the corporationhas members entitled to vote thereon, then, unless this Chapter, the articlesof incorporation, bylaws, the members (acting pursuant to subsection (b) ofthis section), or the board of directors (acting pursuant to subsection (c) ofthis section) require a greater vote or voting by class, an amendment to acorporation's articles of incorporation to be adopted shall be approved:

(1)        By the board or inlieu thereof in writing by the number or proportion of members entitled underG.S. 55A‑7‑02(a)(2) to call a special meeting to consider suchamendment;

(2)        By the membersentitled to vote thereon by two‑thirds of the votes cast or a majority ofthe votes entitled to be cast on the amendment, whichever is less; and

(3)        In writing by anyperson or persons whose approval is required by a provision of the articles ofincorporation authorized by G.S. 55A‑10‑30.

(b)        The membersentitled to vote thereon may condition the amendment's adoption on receipt of ahigher percentage of affirmative votes or on any other basis.

(c)        If the boardinitiates an amendment to the articles of incorporation or board approval isrequired by subsection (a) of this section to adopt an amendment to thearticles of incorporation, the board may condition the amendment's adoption onreceipt of a higher percentage of affirmative votes or any other basis.

(d)        If the board or themembers seek to have the amendment approved by the members entitled to votethereon at a membership meeting, the corporation shall give notice of themembership meeting to those members in accordance with G.S. 55A‑7‑05.The notice shall state that the purpose, or one of the purposes, of the meetingis to consider the proposed amendment and contain or be accompanied by a copyor summary of the amendment.

(e)        If the board or themembers seek to have the amendment approved by the members entitled to votethereon by written consent or written ballot, the material soliciting theapproval shall contain or be accompanied by a copy or summary of the amendment.(1955, c. 1230; 1981, c. 372; 1985 (Reg. Sess., 1986), c. 801, ss. 36,37; 1993, c. 398, s. 1; 1995, c. 400, s. 4.)