(a) Except as provided in subsection (c), each corporation must have a board of directors.
(b) All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed by or under the direction of, its board of directors, except as otherwise provided in the articles of incorporation or in an agreement valid under G.S. 55-7-31(b).
(c) A corporation may dispense with or limit the authority of a board of directors by describing in its articles of incorporation or in an agreement valid under G.S. 55-7-31(b) who will perform some or all of the duties of a board of directors; but no such limitation upon the authority which the board of directors would otherwise have shall be effective against other persons without actual knowledge of such limitation.
(d) To the extent the articles of incorporation or an agreement valid under G.S. 55-7-31(b) vests authority of the board of directors in an individual or group other than the board of directors, such individual or group in the exercise of such authority shall be deemed to be acting as the board of directors for all purposes of this Chapter. (1955, c. 1371, s. 1; 1989, c. 265, s. 1; 2005-268, s. 6.)
Notes of Decisions
Cited in
11
cases, 2001–2017 · leading case:
Piazza v. Kirkbride, 785 S.E.2d 695 (N.C. Ct. App. 2016).
Piazza v. Kirkbride, 785 S.E.2d 695 (N.C. Ct. App. 2016).
· cites it 2× “N.C. Gen.Stat. § 55-8-01 (2015). This assertion is without merit.”
Geitner Ex Rel. S. Hosiery Mills, Inc. v. Mullins, 643 S.E.2d 435 (N.C. Ct. App. 2007).
· cites it 4× “” N.C. Gen. Stat. § 55-8-01 (b) (2005). Plaintiffs would, as a practical matter, require that all family-run, closely-held corporations have at least one non-family member on the board of directors.”
Winters v. First Union Corp., 2001 NCBC 08 (N.C. Bus. Ct. 2001).
· cites it 3× “N.C.G.S. § 55-8-01(b). The North Carolina statutes also provide that the board submit plans of merger or share exchange to the shareholders for vote.”
Battleground Veterinary Hosp., P.C. v. McGeoughâ, 2007 NCBC 33 (N.C. Bus. Ct. 2007).
“§ 55-8-01(c) (allowing a corporation to dispense with or limit the authority of a board of directors and transfer authority for performing such duties to one individual).”
Ehmann v. Medflow, Inc., 2017 NCBC 86 (N.C. Bus. Ct. 2017).
“§ 55-8-01 (d) (2015) (recognizing in some circumstances that the power of a board may be exercised by an individual with delegated authority) with Grimes v.”
Menscer v. Pac. All. Corp., 2017 NCBC 52 (N.C. Bus. Ct. 2017).
· cites it 2× “N.C. Gen. Stat. § 55-8-01 (b). One such corporate power is the power to sue and complain in its corporate name.”
Cold Springs Ventures, LLC v. Gilead Sci., Inc., 2015 NCBC 1 (N.C. Bus. Ct. 2015).
· cites it 2× “G.S. § 55-8-01(b). Gilead's argument regarding the control exercised by Boehm and Strathmeyer is based almost entirely on actions taken by those individuals pursuant to their statutory authority as directors.”
— N.C. Gen. Stat. § 55-8-01(b) — 7 cases
Winters v. First Union Corp., 2001 NCBC 08 (N.C. Bus. Ct. 2001).
“N.C.G.S. § 55-8-01(b). The North Carolina statutes also provide that the board submit plans of merger or share exchange to the shareholders for vote.”
Geitner Ex Rel. S. Hosiery Mills, Inc. v. Mullins, 643 S.E.2d 435 (N.C. Ct. App. 2007).
“” N.C. Gen. Stat. § 55-8-01 (b) (2005). Plaintiffs would, as a practical matter, require that all family-run, closely-held corporations have at least one non-family member on the board of directors.”
— N.C. Gen. Stat. § 55-8-01(c) — 1 case
Battleground Veterinary Hosp., P.C. v. McGeoughâ, 2007 NCBC 33 (N.C. Bus. Ct. 2007).
“§ 55-8-01(c) (allowing a corporation to dispense with or limit the authority of a board of directors and transfer authority for performing such duties to one individual).”
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