§ 55A-8-04. Election, designation, and appointment of directors. - North Carolina Statutes

§55A‑8‑04.  Election, designation, and appointment of directors.

(a)        If the corporationhas members entitled to vote for directors, all the directors (except theinitial directors) shall be elected at the first annual meeting of suchmembers, and at each annual meeting thereafter, unless the articles ofincorporation or bylaws provide some other time or method of election, orprovide that some of the directors are appointed by some other person or aredesignated.  If the articles of incorporation authorize dividing the membersinto classes, the articles of incorporation may also authorize the election ofall or a specified number of directors by the members of one or more authorizedclasses.

(b)        If the corporationdoes not have members entitled to vote for directors, all the directors (exceptthe initial directors) shall be elected, appointed, or designated as providedin the articles of incorporation or bylaws.  If no method of designation orappointment is set forth in the articles of incorporation or bylaws, thedirectors (other than the initial directors) shall be elected by the board ofdirectors.

(c)        If any memberentitled to vote for directors so demands, election of directors by the membersshall be by ballot, unless the articles of incorporation or bylaws otherwiseprovide. (1955, c. 1230; 1973, c. 192, ss. 1, 2; 1985 (Reg.Sess., 1986), c. 801, ss. 19‑21; 1993, c. 398, s. 1.)