North Carolina · Chapter 55A
North Carolina Nonprofit Corporation Act — Plain-English Summary
Every section of this body of law translated into plain English for North Carolina board members and homeowners.
General Provisions
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§55A-1-01
This Chapter is the North Carolina Nonprofit Corporation Act. Most incorporated HOAs and condo associations live here for corporate mechanics — directors, me…
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§55A-1-40
Defines articles of incorporation, board of directors, bylaws, member, notice, principal office, and the other corporate words used in this Chapter.
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§55A-1-41
Sets when corporate notice is effective (mail, electronic means the recipient has agreed to, and personal delivery). Association meeting notice under §47C-3-…
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§55A-1-70
A corporation may conduct a transaction by electronic means with a member who has agreed as this section provides. That agreement is what unlocks electronic …
Records
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§55A-16-01
A nonprofit must keep permanent minutes of member and board meetings (and of actions without a meeting), accounting records, and a membership list that can p…
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§55A-16-02
A member is entitled to inspect and copy, during regular business hours at the principal office, the records required by §16-01(e) if the member gives the co…
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§55A-16-20
Except as the articles or bylaws provide otherwise, a corporation on written demand from any member must furnish the latest annual financial statements, whic…
Organization
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§55A-2-01
One or more persons may incorporate a North Carolina nonprofit by delivering articles of incorporation to the Secretary of State.
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§55A-2-02
Lists the required contents of the articles (name, whether it will have members, registered agent, incorporator) and optional provisions. Amending the articl…
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§55A-2-06
The incorporators or board adopt the initial bylaws. The bylaws may contain any provision for managing the corporation that is not inconsistent with law or t…
Purposes and Powers
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§55A-3-01
A nonprofit corporation may be organized for any lawful purpose unless a more limited purpose is stated in the articles. An HOA's purpose is typically operat…
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§55A-3-02
Unless the articles limit them, a nonprofit has the listed powers: sue and be sued, make contracts, borrow, hold property, elect directors and officers. Chap…
Members and Memberships
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§55A-6-01
A nonprofit may have members, classes of members, or no members, as the articles or bylaws provide. A condominium or planned-community association's membersh…
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§55A-6-22
A member is not personally liable for the acts, debts, liabilities, or obligations of the corporation merely by being a member. An owner's obligation for ass…
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§55A-6-23
A member who becomes liable for dues, assessments, or fees as the articles or bylaws provide remains liable for amounts incurred before resignation. This is …
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§55A-6-31
A member may not be expelled or suspended except pursuant to a procedure that is fair and reasonable and is carried out in good faith. A procedure is fair an…
Members' Meetings and Voting; Derivative Proceedings
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§55A-7-01
A corporation that has members with the right to vote for directors must hold an annual membership meeting. Meetings may be in person or by remote communicat…
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§55A-7-02
A special membership meeting may be called by the board, by the person authorized in the articles or bylaws, or by members with at least 10 percent of the vo…
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§55A-7-04
Members may act without a meeting by written consent on the terms this section sets. Association secret-ballot or meeting rules in Chapter 47C / 47F still ap…
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§55A-7-05
Member-meeting notice that is fair and reasonable includes notice of place, date, and time no fewer than 10 (or 30 if mailed other than first-class, register…
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§55A-7-06
A member may waive notice in writing. Attendance at a meeting waives objection to notice unless the member objects at the beginning of the meeting (or prompt…
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§55A-7-08
Unless the articles or bylaws prohibit it, any action that may be taken at a membership meeting may be taken without a meeting by written ballot or, for memb…
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§55A-7-09
The board may authorize members to participate in a meeting by remote communication, and unless the articles or bylaws prohibit it, may hold a meeting solely…
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§55A-7-20
After fixing a record date, the corporation must prepare an alphabetical list of members entitled to notice, showing the address and number of votes. The lis…
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§55A-7-22
Unless the articles or bylaws provide otherwise, a quorum of members is 10 percent of the votes entitled to be cast on the matter. Chapter 47F uses the same …
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§55A-7-24
Unless the articles or bylaws prohibit or limit proxies, a member may vote by a signed appointment form, including an electronic record from a member who has…
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§55A-7-25
Directors are elected by a plurality of the votes cast by the members entitled to vote in the election, at a meeting at which a quorum is present, unless the…
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§55A-7-40
A member may bring a derivative action in superior court on the terms this section sets, typically after demand on the board. Association standing to sue on …
Directors and Officers
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§55A-8-01
A nonprofit must have a board of directors. Corporate powers are exercised by or under the board, except as this Chapter or the articles reserve a power to t…
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§55A-8-03
A board consists of one or more individuals, with the number specified in or fixed in accordance with the articles or bylaws. Chapter 47F requires an owner-e…
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§55A-8-08
The members may remove a director elected by them, with or without cause, unless the articles provide that directors may be removed only for cause. Chapter 4…
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§55A-8-11
Unless the articles or bylaws provide otherwise, a vacancy may be filled by the remaining directors or by the members. Chapter 47C / 47F let the executive bo…
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§55A-8-20
The board may hold regular or special meetings in or out of this State, including by remote communication. Chapter 47C / 47F still require that, at regular i…
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§55A-8-22
Regular board meetings may be held without notice of date, time, place, or purpose if the articles or bylaws so provide. Special board meetings take the noti…
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§55A-8-24
A majority of the directors in office immediately before a meeting begins is a quorum unless the articles or bylaws require more. If a quorum is present, the…
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§55A-8-30
A director must discharge duties in good faith, with the care an ordinarily prudent person in a like position would exercise, and in a manner the director re…
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§55A-8-31
A transaction with a director is not automatically voidable if it is fair to the corporation, or if it is disclosed and approved by the board or the members …
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§55A-8-32
A nonprofit may not lend money to or guarantee the obligation of a director or officer unless the board determines that the loan or guaranty benefits the cor…
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§55A-8-40
A nonprofit has the officers described in its bylaws or appointed by the board in accordance with the bylaws. One officer is responsible for preparing minute…
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§55A-8-42
An officer with discretionary authority must discharge duties in good faith, with the care an ordinarily prudent person in a like position would exercise, an…
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§55A-8-57
A corporation may purchase insurance on behalf of directors, officers, employees, and agents against liability asserted in that capacity, whether or not the …
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§55A-8-60
A person serving as a director or officer of a nonprofit is immune from civil liability for monetary damages for any act or failure to act arising out of tha…
Frequently asked about Chapter 55A
- What is North Carolina Chapter 55A?
- North Carolina Chapter 55A — the North Carolina Nonprofit Corporation Act — is the body of law that governs how every North Carolina nonprofit corporation is structured, operated, and held accountable. It covers governance, voting, records, assessments, fining, and most of the day-to-day legal questions a board will face.
- How many sections are in Chapter 55A?
- Chapter 55A contains 42 sections in this reference. Each is summarized in plain English on its own page, with links to the official text at ncleg.gov.
- Is the summary on this site legal advice?
- No. These pages are plain-English summaries prepared by SoShiny for board members and managers. For binding legal advice or interpretation of how a section applies to your specific situation, consult a North Carolina-licensed attorney.
- How often does North Carolina Chapter 55A change?
- The North Carolina General Assembly can amend any chapter in any session. We update these summaries when we re-import the official text — see the 'Last updated' date on each section page.
- Does SoShiny enforce Chapter 55A for me?
- No software 'enforces' a statute — but SoShiny is built around it. Voting, meeting minutes, records access, fining workflow, and audit trails are designed to meet this body of law's requirements out of the box, so the board can demonstrate good-faith compliance if challenged.
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