Title 15A, Title 15A: CORPORATIONS, NONPROFIT

15A:5-13. Memberships held or controlled by the corporation not voted or counted If the corporation holds interests or memberships which entitle it to cast the plurality of the votes required for the election of directors of a domestic or foreign corporate entity or the election …

15A:5-14. Memberships held by another corporation Memberships standing in the name of another domestic or foreign corporation may be voted by any officer or agent, or by proxy appointed by any of them, unless some other person, by resolution of its board or pursuant to its bylaws…

15A:5-15. Memberships held by fiduciaries Memberships held by any person in any representative or fiduciary capacity may be voted by that person without a transfer of the membership into the name of that person. Where memberships are held jointly by any number of fiduciaries, and…

15A:5-16. Memberships held jointly or as tenants in common Membership held by two or more persons as joint tenants or as in common may be voted at any meeting of the members by any one of the persons, unless another joint tenant or tenant seeks to vote the membership in person or…

15A:5-17. Voting of pledged memberships A member whose membership interest is pledged shall be entitled to vote the membership until the membership has been transferred into the name of the pledgee, or a nominee of the pledgee. L.1983, c. 127, s. 15A:5-17, eff. Oct. 1, 1983.

15A:5-18. Proxy voting a. Unless otherwise provided in the certificate of incorporation or bylaws, every member entitled to vote at a meeting of members or to express consent without a meeting may authorize another person or persons to act for the member by proxy. Every proxy sha…

15A:5-19. Agreements as to voting; provision in certificate of incorporation as to control of trustees a. An agreement between two or more members, if in writing and signed by the parties thereto, may provide that in exercising any voting rights, the members shall vote as therein…

15A:5-2. Annual or biennial meeting of members a. If the certificate of incorporation or bylaws or other applicable law provides that some or all of the trustees shall be elected by the members, the certificate of incorporation or bylaws may provide that a meeting of the members …

15A:5-20. Elections of trustees; cumulative voting a. Elections of trustees need not be by ballot unless a member demands election by ballot at the election and before the voting begins. If the bylaws require election by ballot at any meeting, the requirement is waived unless com…

15A:5-21. Selection of inspectors a. Unless the bylaws otherwise provide, the board may, in advance of a members' meeting, appoint one or more inspectors to act at the meeting or any adjournment thereof. b. If inspectors are not so appointed by the board or as otherwise provided …

15A:5-22. Duties of inspectors The inspectors shall determine the number of memberships outstanding and the voting power of each, the members represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes or consents, hear and d…

15A:5-23. Review of elections by superior court Any election by members may be reviewed by the Superior Court in a summary manner, or otherwise, in an action brought by a member entitled to vote at the election upon notice to the persons elected, the corporation and all other per…

15A:5-24. Books and records; right of inspection a. Each corporation shall keep books and records of account and minutes of the proceedings of its members and board and executive committee, if any. Unless otherwise provided in the bylaws, the books, records and minutes may be kep…

15A:5-25. Liabilities of members a. The members of a nonprofit corporation shall not be personally liable for the debts, liabilities or obligations of the corporation. b. A member shall be liable to the corporation only to the extent of any unpaid portion of membership dues or as…

15A:5-3. Special meetings of members Special meetings of the members may be called by the president or the board, or by any other officers, trustees or members as may be provided in the bylaws. Notwithstanding any provision in the bylaws, upon the application of not less than 10%…

15A:5-4 Notice of members' meetings. 15A:5-4. a. Except as otherwise provided in this act, written notice of the time, place and purposes of every meeting of members shall be given not less than 10 nor more than 60 days before the date of the meeting, either personally or by mail…

15A:5-5. Waiver of notice or of lapse of time a. Notice of a meeting need not be given to any member who signs a waiver of the notice, in person or by proxy, whether before or after the meeting. The attendance of any member at a meeting, in person or by proxy, without protesting …

15A:5-6. Action by members without a meeting a. Except as otherwise provided in the certificate of incorporation or bylaws, any action required or permitted to be taken at a meeting of members by this act or the certificate of incorporation or bylaws of a corporation, may be take…

15A:5-7. Fixing record date a. The bylaws may provide for fixing, or in the absence of such a provision, the board may fix, in advance, a date as the record date for determining the corporation's members with regard to any corporate action or event and, in particular, for determi…

15A:5-8. Voting list a. The officer or agent having charge of the membership record books for a corporation shall make and certify a complete list of the members entitled to vote at a members' meeting or any adjournment thereof. A list required by this subsection may consist of c…

15A:5-9. Quorum of members a. Unless otherwise provided in the certificate of incorporation, the bylaws, or this act, the members entitled to cast a majority of the votes at a meeting shall constitute a quorum at the meeting. The members present in person or by proxy at a duly or…