{"data":{"id":"us-nc/n.c.-gen.-stat.-55a-8-11","jurisdiction":"us-nc","citation":"N.C. Gen. Stat. § 55A-8-11","heading":"Vacancy on board.","body":"(a)\tUnless the articles of incorporation or bylaws provide otherwise, and except as provided in subsections (b) and (c) of this section, if a vacancy occurs on a board of directors, including, without limitation, a vacancy resulting from an increase in the number of directors or from the failure by the members to elect the full authorized number of directors, the vacancy may be filled:\n(1)\tBy the members entitled to vote for directors, if any, or if the vacant office was held by a director elected by a class, chapter or other organizational unit, or by region or other geographic grouping, by the members of that class, chapter, unit, or grouping;\n(2)\tBy the board of directors; or\n(3)\tIf the directors remaining in the office constitute fewer than a quorum of the board, by the affirmative vote of a majority of all the directors, or by the sole director, remaining in office.\n(b)\tUnless the articles of incorporation or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy.\n(c)\tIf a vacant office was held by a designated director, the vacancy shall be filled only as provided in the articles of incorporation or bylaws.\n(d)\tA vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under G.S. 55A-8-07(b) or otherwise) may be filled before the vacancy occurs but the new director shall not take office until the vacancy occurs. (1955, c. 1230; 1993, c. 398, s. 1.)","path":["Chapter 55A North Carolina Nonprofit Corporation Act.","Article 8. Directors and Officers.","Part 1. Board of Directors."],"source_url":"https://www.ncleg.gov/EnactedLegislation/Statutes/HTML/BySection/Chapter_55A/GS_55A-8-11.html","current_through":"S.L. 2026-30","vintage":"","retrieved_at":"2026-08-27T18:06:02Z","sha256":"81c0a54ac1e683740c3f09c781f573c0aedf027b175a7010390cbf153428d1a8","source_id":"us-nc","stale":false,"prev":"us-nc/n.c.-gen.-stat.-55a-8-10","next":"us-nc/n.c.-gen.-stat.-55a-8-12"},"notice":"GroundRules: Original legal text. Not legal advice."}