{"data":{"id":"us-nc/n.c.-gen.-stat.-55-8-25","jurisdiction":"us-nc","citation":"N.C. Gen. Stat. § 55-8-25","heading":"Committees.","body":"(a)\tUnless this Chapter, the articles of incorporation, or the bylaws provide otherwise, a board of directors may create one or more committees and appoint one or more members of the board of directors to serve on the committee. Unless otherwise provided in the articles of incorporation, the bylaws, or the resolution of the board of directors designating the committee, a committee, by action of a majority of its members then in office when the action is taken, may create one or more subcommittees consisting of one or more members of the committee and delegate to the one or more subcommittees any or all of the powers and authority of the committee.\n(b)\tUnless this Chapter provides otherwise, the creation of a committee and appointment of members to it shall be approved by the greater of either of the following:\n(1)\tA majority of all the directors in office when the action is taken.\n(2)\tThe number of directors required by the articles of incorporation or bylaws to take action under G.S. 55-8-24.\n(b1)\tThe creation and appointment of a committee pursuant to G.S. 55-7-44(b)(2) may be approved in the manner set forth in G.S. 55-7-44(b)(2).\n(c)\tG.S. 55-8-20 through G.S. 55-8-24 apply both to committees and subcommittees of the board of directors and to their members.\n(d)\tTo the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the authority of the board of directors under G.S. 55-8-01.\n(e)\tA committee shall not, however, do any of the following:\n(1)\tAuthorize or approve distributions, except according to a formula or method, or within limits, prescribed by the board of directors.\n(2)\tApprove or propose to shareholders action that this Chapter requires be approved by shareholders.\n(3)\tFill vacancies on the board of directors or on any of its committees.\n(4)\tRepealed by Session Laws 2025-33, s. 6, effective June 30, 2025.\n(5)\tAdopt, amend, or repeal bylaws.\n(6)\tApprove a plan of merger not requiring shareholder approval.\n(f)\tThe creation of, delegation of authority to, or action by a committee or subcommittee does not alone constitute compliance by a director with the standards of conduct described in G.S. 55-8-30.\n(g)\tThe board of directors may appoint one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee, or a subcommittee of the committee, during the member's absence or disqualification. (1955, c. 1371, s. 1; 1969, c. 751, s. 13; 1973, c. 1087, ss. 1, 2; 1989, c. 265, s. 1; 2005-268, s. 10; 2007-385, s. 1; 2018-45, s. 9; 2025-33, s. 6.)","path":["Chapter 55. North Carolina Business Corporation Act.","Article 8. Directors and Officers.","Part 2. Meetings and Action of the Board."],"source_url":"https://www.ncleg.gov/EnactedLegislation/Statutes/HTML/BySection/Chapter_55/GS_55-8-25.html","current_through":"S.L. 2026-30","vintage":"","retrieved_at":"2026-08-27T18:05:57Z","sha256":"c350367622b3bafdddf420b7d0a6c75666a549dce822b9b6c8f85d0492cb9a40","source_id":"us-nc","stale":false,"prev":"us-nc/n.c.-gen.-stat.-55-8-24","next":"us-nc/n.c.-gen.-stat.-55-8-26"},"notice":"GroundRules: Original legal text. Not legal advice."}