§ 55-10-03. Amendment by board of directors and shareholders.
§ 55‑10‑03. Amendment by board of directors and shareholders.
(a) If a corporationhas issued shares, an amendment to the articles of incorporation shall beadopted pursuant to this section. Except as provided in G.S. 55‑14A‑01,the proposed amendment must be adopted by the board of directors.
(b) Except as providedin G.S. 55‑10‑02, 55‑10‑07, and 55‑14A‑01,after adopting the proposed amendment the board of directors must submit theamendment to the shareholders for their approval. The board of directors mustalso transmit to the shareholders a recommendation that the shareholdersapprove the amendment, unless the board of directors determines that, becauseof conflict of interest or other special circumstances, it should not make sucha recommendation, in which event the board of directors must communicate thebasis for that determination to the shareholders with the amendment.
(c) The board ofdirectors may condition its submission of the amendment to the shareholders onany basis.
(d) If the amendment mustbe approved by the shareholders and the approval is to be given at a meeting,the corporation must notify each shareholder in accordance with G.S. 55‑7‑05,whether or not the shareholder is entitled to vote, of the meeting ofshareholders at which the amendment is to be submitted for approval. The noticeof meeting must state that the purpose, or one of the purposes, of the meetingis to consider the amendment and the notice must contain or be accompanied by acopy or summary of the amendment. If the amendment is required to be approvedby the shareholders and the approval is to be obtained through action withoutmeeting, the corporation must notify shareholders if required by G.S. 55‑7‑04(d).
(e) Unless thisChapter, the articles of incorporation, a bylaw adopted by the shareholders, orthe board of directors (acting pursuant to subsection (c)) require a greatervote or a vote by voting groups, the amendment to be adopted must be approvedby:
(1) A majority of thevotes entitled to be cast on the amendment by any voting group with respect towhich the amendment would create dissenters' rights; and
(2) The votes requiredby G.S. 55‑7‑25 and G.S. 55‑7‑26 by every other votinggroup entitled to vote on the amendment. (1893, c. 380; 1899, c. 618; 1901, c. 2, ss. 28, 29,30, 37; 1903, c. 510; Rev., ss. 1174, 1175, 1178; C.S., ss. 1130, 1131; 1925,c. 118, ss. 1, 2a; 1927, c. 142; 1931, c. 243, ss. 4, 5; 1933, c. 100, ss. 7,8; 1941, c. 97, s. 5; G.S., ss. 55‑30, 55‑31; 1953, c. 54; c. 119,ss. 1, 2; 1955, c. 1371, s. 1; 1959, c. 1316, s. 25; 1973, c. 469, s. 30; 1989,c. 265, s. 1; 1991, c. 645, s. 8; 2000‑140, s. 101(b); 2005‑268, s.14.)