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North Carolina Certificate of Directors as to Contents of the Bylaws of the Corporation
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The following activities, among others, do not constitute transacting business by a foreign entity in North Carolina: Engaging in Litigation. Maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement thereof or the settlement of claims or disputes.
Bylaws generally define things like the group's official name, purpose, requirements for membership, officers' titles and responsibilities, how offices are to be assigned, how meetings should be conducted, and how often meetings will be held.
(e) If action is taken without a meeting by fewer than all shareholders entitled to vote on the action, the corporation shall give written notice to all shareholders who have not consented to the action and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting with the same ...
Corporate bylaws are legally required in North Carolina. North Carolina law requires the incorporators or board of directors of a corporation to adopt initial bylaws?per NC Gen. Stat. § 55-2-06.
Unless the bylaws themselves require a greater percentage of affirmative votes, 2/3 of votes cast, or a majority of the votes entitled to be cast, must agree with the amendment for it to pass. However, unlike the declaration, there is no obligation to record this with the county in NC.
How to Remove an Officer from a Corporation Consult your corporation's bylaws. ... Submit charges to the corporate secretary. ... Hold a vote. ... Inform the officer in writing. ... Inform the Secretary of State (or equivalent) ... Amend your corporate bylaws.
Action without meeting. (a) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this Chapter to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board.