Title 15A, Title 15A: CORPORATIONS, NONPROFIT

15A:6-13. Liability of trustees; presumption of assent to action taken at a meeting A trustee who is present at a meeting of the board, or any committee thereof of which the trustee is a member, at which action on any corporate matter referred to in section 15A:6-12 is taken shal…

15A:6-14. Standard of care; liability of trustees; reliance on corporate records 15A:6-14. Standard of care; liability of trustees; reliance on corporate records. Trustees and members of any committee designated by the board shall discharge their duties in good faith and with tha…

15A:6-15. Officers a. The officers of a corporation shall consist of a president, a secretary, a treasurer, and, if desired, a chairman of the board, an executive director, one or more vice presidents, and all other officers as may be prescribed by the bylaws. Unless otherwise pr…

15A:6-16. Removal and resignation of officers; filling of vacancies a. Any officer elected or appointed by the board may be removed by the board with or without cause. An officer elected by the members may be removed, with or without cause, only by vote of the members, but the au…

15A:6-17. Bonds; facsimile signatures and seals The seal of the corporation, if any, and any or all signatures of the officers or other agents of the corporation upon a bond and any coupon attached thereto may be facsimiles if the bond is countersigned by an officer or other agen…

15A:6-2. Number of trustees The number of trustees of a corporation shall be not less than three. Subject to any provisions contained in the certificate of incorporation, the bylaws shall specify the number of trustees or that the number of trustees shall not be less than a state…

15A:6-3. Term of trustees a. If the certificate of incorporation or the bylaws or any other applicable law provides that the trustees shall be elected by the members, the trustees named in the certificate of incorporation shall hold office until the first annual or biennial meeti…

15A:6-4. Classification of trustees; restriction of right to choose trustees a. As to trustees to be elected by the members or by the board of trustees, a corporation may provide in its certificate of incorporation or its bylaws for the classification of its trustees in respect t…

15A:6-5. Vacancies and newly created trusteeships a. Unless otherwise provided in the certificate of incorporation or the bylaws, any trusteeship not filled at the annual or biennial meeting and any vacancy, however caused, occurring in the board may be filled by the affirmative …

15A:6-6. Removal of trustees a. If the certificate of incorporation or the bylaws or any other applicable law provides for the election of trustees by the members, one or more or all the trustees may be removed for cause by the affirmative vote of the majority of the votes cast b…

15A:6-7. Quorum of board of trustees and committees; vote required; action of trustees without a meeting a. A majority of the entire board, or of any committee thereof, shall constitute a quorum for the transaction of business, unless the certificate of incorporation or the bylaw…

15A:6-8. Effect of common trusteeships and trustees' personal interest a. No contract or other transaction between a corporation and one or more of its trustees, or between a corporation and any domestic or foreign corporation, firm, corporate business entity or association of an…

15A:6-9. Executive committee; other committees a. If the certificate of incorporation or the bylaws so provide, the board, by resolution adopted by a majority of the entire board, may appoint from among the trustees an executive committee and one or more other committees, each of…