§ 55A-2-05. Organization of corporation. - North Carolina Statutes

§55A‑2‑05.  Organization of corporation.

(a)        Afterincorporation:

(1)        If initial directorsare named in the articles of incorporation, the initial directors shall hold anorganizational meeting at the call of a majority of the directors to completethe organization of the corporation by appointing officers, adopting bylaws,and conducting any other business brought before the meeting.

(2)        If initial directorsare not named in the articles of incorporation, the incorporator orincorporators shall hold an organizational meeting at the call of a majority ofthe incorporators (i) to elect directors and complete the organization of thecorporation, or (ii) to elect a board of directors who shall complete theorganization of the corporation.

(b)        Action required orpermitted by this Chapter to be taken by incorporators at an organizationalmeeting may be taken without a meeting if the action taken is evidenced by oneor more written consents describing the action taken and signed by eachincorporator.  If the incorporators act at a meeting, the notice and proceduralprovisions of G.S. 55A‑8‑22, 55A‑8‑23, and 55A‑8‑24shall apply.

(c)        An organizationalmeeting may be held in or out of this State. (1955, c. 1230; 1969, c. 875,s. 2; 1985 (Reg. Sess., 1986), c. 801, s. 6; 1993, c. 398, s. 1.)