North Carolina Corporate Bylaws

The North Carolina corporate bylaws guide a corporation’s board of directors and shareholders in its procedures and business affairs. Additionally, the bylaws can be amended by the board and the shareholders when necessary.

Last updated December 6th, 2024

The North Carolina corporate bylaws guide a corporation’s board of directors and shareholders in its procedures and business affairs. Additionally, the bylaws can be amended by the board and the shareholders when necessary.

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Are bylaws required in North Carolina?

Yes, North Carolina explicitly requires that a corporation’s bylaws govern its business, management, and structure.[1]

North Carolina Corporate Laws

  • Corporate Tax: Corporations pay 3% of their net income accordingly.[2]
  • Board: Corporations operate “under the authority of” a board of directors that is compliant with the corporate bylaws and articles of incorporation.[3]
    • Number – While the bylaws dictate how many directors are on the board, North Carolina requires that corporate boards “consist of one” director or more.[4]
    • Qualifications- Corporations define an individual’s eligibility for a director position through its bylaws since these and the articles “prescribe qualifications” for director status.[5]
    • Terms – Directors must be in place before the first shareholder meetings, at which point, shareholders elect new directors whose terms “expire at the next annual shareholders’ meeting.”[6]
    • Staggered Terms – In addition to the articles of incorporation, the bylaws can divide directors into groups, specifically “two, three, or four” where each group is assigned a unique election year.[7]
  • Officers: Officers are either described in the bylaws or “appointed by the board of directors” in a way that is consistent with the bylaws.[8]
  • Fiduciary Duty: Officers and directors prioritize the corporation’s goals while always acting “in good faith.”[9][10]
  • Meetings: The bylaws or articles may prescribe otherwise; however, as a default, “all directors may participate” in meetings (regular and special) even through live remote communication.[11]
  • Quorum: The number of directors necessary for a quorum must always remain above a third of the total number of directors explicitly “specified in or fixed in” the corporation’s bylaws or articles of incorporation.[12]
  • Emergency Bylaws: Corporations adjust their procedures and policies during state-level or national emergencies through their emergency bylaws with temporary provisions such as adjusting “quorum requirements” or designating “substitute directors.”[13]

Sources

  1. NC Gen Stat § 55-2-06 (2023)
  2. North Carolina Corporation Income Tax Act
  3. NC Gen Stat § 55-8-01 (2023)
  4. NC Gen Stat § 55-8-03 (2023)
  5. NC Gen Stat § 55-8-02 (2023)
  6. NC Gen Stat § 55-8-05 (2023)
  7. NC Gen Stat § 55-8-06 (2023)
  8. NC Gen Stat § 55-8-40 (2023)
  9. NC Gen Stat § 55-8-30 (2023)
  10. NC Gen Stat § 55-8-42 (2023)
  11. NC Gen Stat § 55-8-20 (2023)
  12. NC Gen Stat § 55-8-24 (2023)
  13. NC Gen Stat § 55-2-07 (2023)