{"data":{"id":"us-nc/n.c.-gen.-stat.-55a-14-02","jurisdiction":"us-nc","citation":"N.C. Gen. Stat. § 55A-14-02","heading":"Dissolution by directors, members, and third persons.","body":"(a)\tUnless this Chapter, the articles of incorporation, bylaws, or the board of directors or members (acting pursuant to subsection (c) of this section) require a greater vote or voting by class, dissolution is authorized if a plan of dissolution meeting the requirements of G.S. 55A-14-03 is approved:\n(1)\tBy the board;\n(2)\tBy the members entitled to vote thereon, if any, by two-thirds of the votes cast or a majority of the votes entitled to be cast on the plan of dissolution, whichever is less; and\n(3)\tIn writing by any person or persons whose approval is required by a provision of the articles of incorporation authorized by G.S. 55A-10-30 for an amendment to the articles of incorporation or bylaws.\n(b)\tIf the corporation does not have members entitled to vote thereon, dissolution shall be approved by a vote of a majority of the directors then in office. The corporation shall provide at least five days' written notice of any directors' meeting at which such approval will be considered. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.\n(c)\tThe board of directors may condition its approval of the proposed dissolution, and the members entitled to vote thereon may condition their approval of the dissolution on receipt of a higher percentage of affirmative votes or on any other basis.\n(d)\tIf the board of directors seeks to have dissolution approved by the members entitled to vote thereon at a membership meeting, the corporation shall give notice of the membership meeting to those members in accordance with G.S. 55A-7-05. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.\n(e)\tIf the board seeks to have dissolution approved by the members entitled to vote thereon by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution. (1955, c. 1230; 1973, c. 314, s. 5; 1985 (Reg. Sess., 1986), c. 801, s. 41; 1993, c. 398, s. 1.)","path":["Chapter 55A North Carolina Nonprofit Corporation Act.","Article 14. Dissolution.","Part 1. Voluntary Dissolution."],"source_url":"https://www.ncleg.gov/EnactedLegislation/Statutes/HTML/BySection/Chapter_55A/GS_55A-14-02.html","current_through":"S.L. 2026-30","vintage":"","retrieved_at":"2026-08-27T18:06:02Z","sha256":"d41e7a3b30bbe76533cec067ce0a93041a13a7006af01e3e831ed9ab17b3b085","source_id":"us-nc","stale":false,"prev":"us-nc/n.c.-gen.-stat.-55a-14-01","next":"us-nc/n.c.-gen.-stat.-55a-14-03"},"notice":"GroundRules: Original legal text. Not legal advice."}