AMEND NC BUSINESS CORPORATION ACT.

View NCGA Bill Details2013-2014 Session
Senate Bill 239 (Public) Filed Thursday, March 7, 2013
A BILL TO BE ENTITLED AN ACT TO MAKE VARIOUS REVISIONS TO THE NORTH CAROLINA BUSINESS CORPORATION ACT.
Intro. by Clodfelter, Barringer, Brunstetter.

Status: Ch. SL 2013-153 (Senate Action) (Jun 19 2013)

Bill History:

S 239/S.L. 2013-153

Bill Summaries:

  • Summary date: Jun 24 2013 - More information

    AN ACT TO MAKE VARIOUS REVISIONS TO THE NORTH CAROLINA BUSINESS CORPORATION ACT. Enacted June 19, 2013. Effective January 1, 2014.


  • Summary date: Jun 3 2013 - More information

    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).


  • Summary date: Apr 16 2013 - More information

    Senate committee substitute makes the following changes to the 1st edition.

    Makes a correction to GS 55-11-03(b) to clarify the specified requirements of subdivisions (1) and (2) are applicable to approval of aplan of merger or share exchange.


  • Summary date: Mar 7 2013 - More information

    Section #1

    Amends GS 55-6-21(a), allowing powers granted to the board of directors (board) in GS 55-6-21 (Issuance of shares) to be delegated by the board to one or more officers of the corporation, unless the articles of incorporation or bylaws state otherwise.

    Section #2

    Amends GS 55-6-24(a), also allowing designated officers of the corporation, in addition to its board, to determine the terms on which the rights, options, or warrants are issued, their form and content, and the consideration needed for their issuance.

    Section #3

    Amends GS 55-7-05(a), requiring the board, if they have authorized participation in an annual and special shareholders' meeting by means of remote communication, to issue notice, not only of the date, time, and the place of the meetings, but also of the means of remote communication to be used to participate in such meetings.

    Section #4

    Repeals GS 55-7-08. Majority of language repealed is incorporated into the below new section, GS 55-7-09.

    Section #5

    Enacts new GS 55-7-09 (Remote participation in meetings), allowing, to the extent authorized by the board, shareholders of any class or series to participate in any meeting of shareholders by remote communication. Such participation is subject to any guidelines and procedures set by the board. Shareholders participating by remote communication are considered present and can vote at such a meeting if the corporation has established reasonable measures to (1) verify that each person participating remotely is a shareholder and (2) to provide each shareholder participating remotely a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to communicate and read or hear the proceedings of the meeting, substantially concurrently with the proceedings.

    Section #6

    Amends GS 55-7-20(c), making conforming and technical changes, replacing a reference to GS 55-7-08 with GS 55-7-09.

    Section #7

    Enacts new GS 55-8-26 (Submission of matters for shareholder vote), authorizing a corporation to submit a matter to a vote of its shareholders even if, after approving the matter, the board determines it no longer recommends the matter.

    Section #8

    Amends GS 55-10-03(b) and (e), making technical and clarifying changes. Adds a reference to new section GS 55-8-26 (above) to language that requires the board to communicate the basis for not recommending the approval of an amendment if GS 55-8-26 is the reason for not recommending the amendment or a conflict of interest exists.

    Section #9

    Amends GS 55-11-03, making conforming and technical changes. Inserts a reference to GS 55-8-26 to language that requires the board to communicate the basis for not recommending the approval of the plan of merger if GS 55-8-26 is the reason for not recommending the merger plan or a conflict of interest exists.

    Section #10

    Amends GS 55-11-04, changing section title to Merger between parent and subsidiary or between subsidiaries. Makes several clarifying changes. Requires the board of foreign subsidiaries to get approval of its board and shareholders, as required under the law the foreign subsidiary is organized under, before merging.

    Section #11

    Amends GS 55-11A-11, making technical and clarifying changes. Inserts a reference to GS 55-8-26 to language that requires the board to communicate the basis for not recommending the approval of the plan of conversion if GS 55-8-26 is the reason for not recommending the plan or a conflict of interest exists.

    Section #12

    Amends GS 55-12-01, changing section title to Disposition of assets not requiring shareholder approval and mortgage of assets. Gives a corporation authority to, as approved by its board and without the approval of the shareholders, sell, lease, exchange, or otherwise dispose of any of its property not in the usual course of business, if such action does not dispose of all or substantially all of the corporation's property. If the action would leave the corporation with a continuing business activity of at least 25% of total assets at the end of the most recent completed fiscal year and at least 25% of either (1) income from continuing operations before taxes or (2) revenues from continuing operations for that fiscal year, then the action will be considered to be of less than all, or substantially all, of the corporation's property.

    Section #13

    Amends GS 55-12-02, changing section title to Disposition of assets requiring shareholder approval. Makes technical and clarifying changes. Inserts  a reference to GS 55-8-26 to language that requires the board to communicate the basis for not recommending the approval of the proposed transaction if GS 55-8-26 is the reason for not recommending the transaction or a conflict of interest exists.

    Section #14

    Amends GS 55-14-02(b), making technical and clarifying changes. Inserts  a reference to GS 55-8-26 to language that requires the board to communicate the basis for not recommending the approval of a proposal to dissolve if GS 55-8-26 is the reason for not recommending the proposal to dissolve or a conflict of interest exists.

    Effective October 1, 2013.

     


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