House committee substitute makes the following changes to the 2nd edition.

Amends GS 55-10-03, Amendment by board of directors and shareholders; GS 55-11-3, Action on plan; GS 55-11A-11, Plan of conversion; GS 55-12-02, Disposition of assets requiring shareholder approval; and GS 55-14-02, Dissolution by board of directors and shareholders to clarify that in order for an amendment, a plan of merger, share exchange, conversion, or a proposal to dissolve to be approved by the shareholders, or for a transaction to be authorized, the board of directors must recommend the approval of each unless one of the folllowing circumstances exist, in which event the board of directors must communicate the basis for not recommending the approval: (1) the board determines that, because of a conflict of interest or other special circumstances, it should not make a recommendation for approval or (2) GS 55-8-26 applies.

Changes effective date to January 1, 2014 (was, October 1, 2013).