Corporate Bylaws - North Carolina

BYLAWS OF [____________________], a North Carolina corporation

A for-profit corporation organized under the North Carolina Business Corporation Act, N.C.G.S. § 55-1-01 et seq. (the "Act").

Effective Date: [__/__/____]

TABLE OF CONTENTS

1. Article I — Offices and Registered Agent
2. Article II — Shareholders
3. Article III — Board of Directors
4. Article IV — Committees
5. Article V — Officers
6. Article VI — Shares and Transfers
7. Article VII — Indemnification and Advancement of Expenses
8. Article VIII — Distributions and Dividends
9. Article IX — Records and Reports
10. Article X — Corporate Seal, Fiscal Year, and General Provisions
11. Article XI — Amendment of Bylaws
12. Article XII — Emergency Bylaws
13. Certification / Secretary's Adoption Block
14. Sources and References

ARTICLE I — OFFICES AND REGISTERED AGENT

Section 1.1 Principal Office. The principal office of the corporation shall be located at [____________________], or at such other place as the Board of Directors (the "Board") may from time to time determine. The corporation may also have offices at such other places, within or without the State of North Carolina, as the Board may designate or the business of the corporation may require.

Section 1.2 Registered Agent and Registered Office. Pursuant to N.C.G.S. § 55-5-01, the corporation shall continuously maintain in North Carolina a registered office and a registered agent. The initial registered agent is [____________________], and the registered office is located at [____________________]. The Board may change the registered office or registered agent from time to time by filing the appropriate statement of change with the North Carolina Secretary of State.

ARTICLE II — SHAREHOLDERS

Section 2.1 Annual Meeting. Pursuant to N.C.G.S. § 55-7-01, the corporation shall hold an annual meeting of shareholders for the election of directors and the transaction of other business at a time stated in or fixed in accordance with these Bylaws. The annual meeting shall be held on [____________________], or on such other date and at such time as the Board may fix. The failure to hold an annual meeting at the designated time does not affect the validity of any corporate action.

Section 2.2 Special Meetings. Pursuant to N.C.G.S. § 55-7-02, the corporation shall hold a special meeting of shareholders on call of the Board or the person(s) authorized by the Articles or these Bylaws, or on the written demand of the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the meeting (or such other proportion not exceeding the statutory maximum as the Articles may provide). Only business within the purpose(s) described in the meeting notice may be conducted at a special meeting.

Section 2.3 Place of Meetings; Remote Participation. Pursuant to N.C.G.S. § 55-7-01 and § 55-7-08, meetings of shareholders may be held at any place stated in or fixed in accordance with these Bylaws, or, if no place is stated or fixed, at the corporation's principal office. Unless the Articles or these Bylaws provide otherwise, the Board may permit shareholders to participate in a meeting by, or to conduct the meeting through the use of, any means of remote communication by which all participating shareholders may simultaneously hear each other or otherwise participate as permitted by the Act; a shareholder so participating is deemed present in person at the meeting.

Section 2.4 Notice of Meetings. Pursuant to N.C.G.S. § 55-7-05, the corporation shall notify shareholders of the date, time, and place (if any) of each annual and special meeting no fewer than ten (10) nor more than sixty (60) days before the meeting date. Notice of a special meeting must include a description of the purpose(s) for which the meeting is called. Unless the Act or the Articles require otherwise, notice of an annual meeting need not state its purpose. The corporation is required to give notice only to shareholders entitled to vote, unless otherwise required by the Act.

Section 2.5 Waiver of Notice. Pursuant to N.C.G.S. § 55-7-06, a shareholder may waive any notice required by the Act, the Articles, or these Bylaws, whether before or after the date and time stated in the notice, by a signed written waiver delivered to the corporation. A shareholder's attendance at a meeting waives objection to lack of, or defective, notice unless the shareholder, at the beginning of the meeting, objects to holding the meeting or transacting business, or, as to a particular matter not within the purpose described in the meeting notice, objects to considering the matter when it is presented.

Section 2.6 Record Date. Pursuant to N.C.G.S. § 55-7-07, the Board may fix a record date for determining the shareholders entitled to notice of and to vote at a meeting, to take action by written consent, to receive a distribution, or for any other proper purpose. A record date may not be more than seventy (70) days before the meeting or action requiring a determination of shareholders. If not otherwise fixed, the record date is determined as provided in the Act.

Section 2.7 Shareholders' List. Pursuant to N.C.G.S. § 55-7-20, after fixing a record date for a meeting, the corporation shall prepare an alphabetical list of the names of, and the number of shares held by, the shareholders entitled to notice of the meeting, available for inspection as provided in that section.

Section 2.8 Quorum. Pursuant to N.C.G.S. § 55-7-25, shares entitled to vote as a separate voting group may take action on a matter only if a quorum of those shares exists. Unless the Act or the Articles provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on the matter. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and any adjournment, unless a new record date is or must be set.

Section 2.9 Voting. Pursuant to N.C.G.S. § 55-7-21 and § 55-7-25, except as otherwise provided by the Act or the Articles, each outstanding share is entitled to one (1) vote on each matter voted on at a shareholders' meeting. If a quorum exists, action on a matter (other than the election of directors) is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the Act or the Articles require a greater number of affirmative votes. Directors are elected as provided in N.C.G.S. § 55-7-28 (plurality voting unless otherwise provided).

Section 2.10 Proxies. Pursuant to N.C.G.S. § 55-7-22, a shareholder may vote the shareholder's shares in person or by proxy by signing an appointment form or by an electronic transmission. An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes and is valid for eleven (11) months unless a longer period is expressly provided in the appointment form. An appointment is revocable unless it is conspicuously stated to be irrevocable and is coupled with an interest.

Section 2.11 Action Without a Meeting. Pursuant to N.C.G.S. § 55-7-04, action required or permitted to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action or, if and to the extent permitted by the Act and the Articles, by shareholders holding at least the minimum number of votes that would be necessary to authorize or take the action at a meeting. The action must be evidenced by one or more written consents bearing the date of signature and describing the action taken, signed by the shareholders entitled to take the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records, all within the time and in the manner required by N.C.G.S. § 55-7-04.

Section 2.12 Adjournment. A shareholders' meeting may be adjourned as provided in the Act. Notice of the adjourned meeting need not be given if the new date, time, and place (if any) are announced at the meeting before adjournment, except that notice of an adjourned meeting must be given if a new record date is or must be fixed under N.C.G.S. § 55-7-07.

ARTICLE III — BOARD OF DIRECTORS

Section 3.1 General Powers. Pursuant to N.C.G.S. § 55-8-01, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, the Board, subject to any limitation set forth in the Articles or in a shareholders' agreement authorized by the Act.

Section 3.2 Number and Qualifications. Pursuant to N.C.G.S. § 55-8-03, the Board shall consist of one (1) or more individuals, with the number specified as [____] director(s) or fixed from time to time within a range of not fewer than [____] nor more than [____] directors as permitted by the Articles or these Bylaws. Directors need not be residents of North Carolina or shareholders of the corporation unless the Articles or these Bylaws so require (N.C.G.S. § 55-8-02).

Section 3.3 Election and Term. Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter, unless their terms are staggered under N.C.G.S. § 55-8-06. The term of a director expires at the next annual meeting following the director's election unless the terms are staggered, and a director continues to serve until a successor is elected and qualifies or until there is a decrease in the number of directors, subject to earlier resignation, removal, or death (N.C.G.S. § 55-8-05).

Section 3.4 Resignation. Pursuant to N.C.G.S. § 55-8-07, a director may resign at any time by delivering a written resignation to the Board, its chair, or the corporation. A resignation is effective when delivered unless it specifies a later effective date or a future event upon which it will become effective.

Section 3.5 Removal. Pursuant to N.C.G.S. § 55-8-08, the shareholders may remove one or more directors with or without cause, unless the Articles provide that directors may be removed only for cause. A director may be removed only at a meeting called for the purpose of removing the director, and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director.

Section 3.6 Vacancies. Pursuant to N.C.G.S. § 55-8-10, unless the Articles provide otherwise, a vacancy on the Board (including a vacancy resulting from an increase in the number of directors) may be filled by the shareholders, by the Board, or, if the directors remaining in office constitute fewer than a quorum, by the affirmative vote of a majority of all the directors remaining in office.

Section 3.7 Regular Meetings. Pursuant to N.C.G.S. § 55-8-20, the Board may hold regular meetings, within or without the State of North Carolina, at such times and places as it may determine, and may permit any or all directors to participate by any means of communication by which all participating directors may simultaneously hear each other. Regular meetings may be held without notice of the date, time, place, or purpose if these Bylaws so provide.

Section 3.8 Special Meetings. Pursuant to N.C.G.S. § 55-8-20, special meetings of the Board may be called by [the Chair of the Board / the President / any two (2) directors] and may be held within or without the State of North Carolina.

Section 3.9 Notice of Special Meetings. Pursuant to N.C.G.S. § 55-8-22, unless the Articles or these Bylaws provide otherwise, special meetings of the Board must be preceded by at least [two (2)] days' notice of the date, time, and place of the meeting, but need not describe the purpose of the meeting. Notice may be waived as provided in N.C.G.S. § 55-8-23.

Section 3.10 Waiver of Notice. A director may waive any required notice in writing, whether before or after the date and time stated in the notice. A director's attendance at or participation in a meeting waives any required notice unless the director, at the beginning of the meeting or promptly upon arrival, objects to holding the meeting or transacting business and does not thereafter vote for or assent to action taken at the meeting, all as provided in N.C.G.S. § 55-8-23.

Section 3.11 Quorum and Voting. Pursuant to N.C.G.S. § 55-8-24, unless the Articles or these Bylaws require a greater number, a quorum of the Board consists of a majority of the number of directors prescribed (or, if no number is prescribed, the number in office immediately before the meeting begins). The Articles or these Bylaws may authorize a quorum of no fewer than one-third (1/3) of the prescribed number of directors. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the Board unless the Articles or these Bylaws require the vote of a greater number.

Section 3.12 Action Without a Meeting. Pursuant to N.C.G.S. § 55-8-21, unless the Articles or these Bylaws provide otherwise, action required or permitted to be taken at a Board meeting may be taken without a meeting if the action is taken by all members of the Board. The action must be evidenced by one or more written consents, signed by each director, describing the action taken, and included in the minutes or filed with the corporate records, all as provided in N.C.G.S. § 55-8-21. Action so taken is effective when the last director signs the consent, unless the consent specifies a different effective date.

Section 3.13 Compensation. Pursuant to N.C.G.S. § 55-8-11, the Board may fix the compensation of directors and may provide for reimbursement of reasonable expenses incurred in the performance of their duties.

Section 3.14 Standards of Conduct; Conflicts of Interest. Each director shall discharge the director's duties as a director, including duties as a member of a committee, in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the director reasonably believes to be in the best interests of the corporation, in accordance with N.C.G.S. § 55-8-30. A director's conflicting-interest transaction is governed by N.C.G.S. § 55-8-31. The corporation may not lend money to or guarantee the obligation of a director except as permitted by N.C.G.S. § 55-8-32.

ARTICLE IV — COMMITTEES

Section 4.1 Creation of Committees. Pursuant to N.C.G.S. § 55-8-25, unless the Articles or these Bylaws provide otherwise, the Board may create one or more committees and appoint one or more members of the Board to serve on each. The creation of a committee and appointment of members must be approved by the greater of (a) a majority of all the directors in office when the action is taken or (b) the number of directors required by the Articles or these Bylaws to take action under N.C.G.S. § 55-8-24.

Section 4.2 Authority of Committees. To the extent specified by the Board, the Articles, or these Bylaws, each committee may exercise the authority of the Board. A committee may not, however: (a) authorize distributions; (b) approve or propose to shareholders action that the Act requires be approved by shareholders; (c) fill vacancies on the Board or any committee thereof; (d) amend the Articles; (e) adopt, amend, or repeal these Bylaws; (f) approve a plan of merger not requiring shareholder approval; (g) authorize or approve a reacquisition of shares except according to a formula or method prescribed by the Board; or (h) authorize or approve the issuance or sale, or contract for sale, of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except within limits prescribed by the Board, all as provided in N.C.G.S. § 55-8-25.

Section 4.3 Committee Procedures. The provisions of the Act governing Board meetings, action without a meeting, notice and waiver of notice, and quorum and voting requirements apply to committees and their members.

ARTICLE V — OFFICERS

Section 5.1 Officers. Pursuant to N.C.G.S. § 55-8-40, the corporation shall have the officers described in these Bylaws or appointed by the Board in accordance with these Bylaws. The same individual may simultaneously hold more than one office. The officers shall include a president, a secretary, and a treasurer, and may include a chair of the Board, one or more vice presidents, and such other officers and assistant officers as the Board may appoint.

Section 5.2 Appointment and Term. Officers are appointed by the Board or by a duly appointed officer authorized by the Board or these Bylaws. Each officer holds office until a successor is appointed or until the officer's earlier resignation or removal.

Section 5.3 Resignation and Removal. Pursuant to N.C.G.S. § 55-8-43, an officer may resign at any time by communicating the resignation to the corporation; a resignation is effective when communicated unless it specifies a later effective time. The Board may remove any officer at any time with or without cause. The appointment of an officer does not itself create contract rights (N.C.G.S. § 55-8-44).

Section 5.4 President. The president is the principal executive officer of the corporation (unless the Board designates another officer as principal executive officer) and, subject to the Board's control, supervises and controls the business and affairs of the corporation. The president shall preside at meetings of shareholders and of the Board in the absence of a chair of the Board and shall perform such other duties as the Board may assign.

Section 5.5 Secretary. The secretary shall be responsible for preparing and maintaining minutes of the meetings of the shareholders and the Board and for authenticating records of the corporation, as provided in N.C.G.S. § 55-8-40, and shall: (a) give all notices required by the Act, the Articles, or these Bylaws; (b) maintain the share transfer records and the list of shareholders; and (c) perform such other duties as the Board or the president may assign.

Section 5.6 Treasurer. The treasurer is the principal financial and accounting officer of the corporation and shall: (a) have charge and custody of and be responsible for the funds and securities of the corporation; (b) keep accurate books and records of account; (c) deposit corporate funds in depositories selected by the Board; and (d) perform such other duties as the Board or the president may assign.

Section 5.7 Duties and Standards of Conduct. Each officer has the authority and shall perform the duties set forth in these Bylaws or prescribed by the Board or by another authorized officer, and shall discharge the officer's duties under the standards of conduct stated in N.C.G.S. § 55-8-42.

ARTICLE VI — SHARES AND TRANSFERS

Section 6.1 Issuance of Shares. The Board may authorize the issuance of shares for consideration consisting of any tangible or intangible property or benefit to the corporation, as permitted by the Act. Shares may be certificated or uncertificated as determined by the Board.

Section 6.2 Share Certificates. Pursuant to N.C.G.S. § 55-6-25, if shares are certificated, each certificate shall state on its face the name of the corporation and that it is organized under the laws of North Carolina, the name of the person to whom issued, and the number and class (and the designation of the series, if any) of shares the certificate represents. Each certificate shall be signed (manually or in facsimile) by the officers designated by the Board and may bear the corporate seal.

Section 6.3 Uncertificated Shares. Pursuant to N.C.G.S. § 55-6-26, the Board may authorize the issuance of some or all of the shares of any class or series without certificates. Within a reasonable time after the issuance or transfer of uncertificated shares, the corporation shall send the shareholder a written statement of the information required by the Act to be set forth on certificates.

Section 6.4 Transfer of Shares. Transfers of shares are made on the books of the corporation only by the record holder thereof or by the holder's duly authorized attorney-in-fact, upon surrender of any certificate (if certificated) properly endorsed for transfer, and subject to any transfer restrictions.

Section 6.5 Transfer Restrictions. Pursuant to N.C.G.S. § 55-6-27, the corporation may impose restrictions on the transfer or registration of transfer of shares. A restriction is valid and enforceable against the holder or a transferee if it is authorized by that section and its existence is noted conspicuously on the front or back of the certificate or contained in the information statement for uncertificated shares.

Section 6.6 Lost, Destroyed, or Stolen Certificates. The Board may direct that a new certificate (or uncertificated shares) be issued in place of any certificate alleged to have been lost, destroyed, or wrongfully taken upon receipt of an affidavit of that fact and, if the Board requires, a bond sufficient to indemnify the corporation.

ARTICLE VII — INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 7.1 Authority to Indemnify Directors. To the extent authorized by N.C.G.S. § 55-8-51, the corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if: (a) the individual conducted himself or herself in good faith; (b) the individual reasonably believed (i) in the case of conduct in the individual's official capacity with the corporation, that the conduct was in its best interests, and (ii) in all other cases, that the conduct was at least not opposed to its best interests; and (c) in the case of any criminal proceeding, the individual had no reasonable cause to believe the conduct was unlawful. The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct. The corporation may not indemnify a director under this Section in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation, or in connection with any other proceeding charging improper personal benefit to the director in which the director was adjudged liable on the basis that personal benefit was improperly received, all as provided in N.C.G.S. § 55-8-51.

Section 7.2 Mandatory Indemnification. Pursuant to N.C.G.S. § 55-8-52, unless limited by the Articles, the corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding.

Section 7.3 Advance for Expenses. Pursuant to N.C.G.S. § 55-8-53, the corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding if the director delivers to the corporation: (a) a written affirmation of the director's good-faith belief that the director has met the relevant standard of conduct described in N.C.G.S. § 55-8-51 or that the proceeding involves conduct for which liability has been eliminated under a provision of the Articles authorized by the Act; and (b) a written undertaking to repay any funds advanced if the director is not entitled to mandatory indemnification under N.C.G.S. § 55-8-52 and it is ultimately determined that the director has not met the relevant standard of conduct. The undertaking required is an unlimited general obligation of the director, need not be secured, and may be accepted without reference to the financial ability of the director to make repayment.

Section 7.4 Determination and Authorization. Pursuant to N.C.G.S. § 55-8-55, the corporation may not indemnify a director under N.C.G.S. § 55-8-51 unless authorized in the specific case after a determination has been made that indemnification is permissible because the director met the applicable standard of conduct. The determination shall be made: (a) by the Board by majority vote of a quorum consisting of directors not at the time parties to the proceeding; (b) if a quorum cannot be obtained, by a majority vote of a committee of two or more directors not at the time parties to the proceeding; (c) by special legal counsel selected as provided in that section; or (d) by the shareholders, excluding shares owned by or voted under the control of directors who are at the time parties to the proceeding.

Section 7.5 Indemnification of Officers, Employees, and Agents. Pursuant to N.C.G.S. § 55-8-56, an officer of the corporation is entitled to mandatory indemnification under N.C.G.S. § 55-8-52 and may apply for court-ordered indemnification under N.C.G.S. § 55-8-54, in each case to the same extent as a director, and the corporation may indemnify and advance expenses to an officer, employee, or agent to the same extent as to a director.

Section 7.6 Additional Indemnification. As authorized by N.C.G.S. § 55-8-57, in addition to and separate and apart from the indemnification provided in N.C.G.S. §§ 55-8-51, 55-8-52, 55-8-54, 55-8-55, and 55-8-56, the corporation may, in the Articles, these Bylaws, or by contract or resolution, indemnify or agree to indemnify any one or more of its directors, officers, employees, or agents against liability and expenses in any proceeding (including a proceeding brought by or on behalf of the corporation) arising out of their status as such or their activities in any such capacity; provided, however, that the corporation may not indemnify a person against liability or expenses the person may incur on account of activities that were, at the time taken, known or believed by the person to be clearly in conflict with the best interests of the corporation. Any such provision may include provisions for recovery of reasonable costs, expenses, and attorneys' fees in enforcing the indemnification rights granted and reasonable procedures for determining and enforcing those rights.

Section 7.7 Insurance. Pursuant to N.C.G.S. § 55-8-57(c), the corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation, or who, while serving in such capacity, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another enterprise, against liability asserted against or incurred by the individual in that capacity or arising from that status, whether or not the corporation would have the power to indemnify the individual against the same liability under any provision of the Act.

Section 7.8 Exculpation. To the extent permitted by N.C.G.S. § 55-2-02(b)(3) and to the extent the Articles so provide, the personal liability of a director (and, as permitted by the Act as amended effective October 1, 2025, an officer) for monetary damages for breach of duty shall be eliminated or limited, subject to the exceptions stated in that section. This Section is for reference only; exculpation is effective only if and to the extent set forth in the Articles.

ARTICLE VIII — DISTRIBUTIONS AND DIVIDENDS

Section 8.1 Authorization. Subject to any restriction in the Articles and to the limitations of N.C.G.S. § 55-6-40, the Board may authorize, and the corporation may make, distributions (including dividends) to its shareholders at such times and in such amounts as the Board determines.

Section 8.2 Limitations. No distribution may be made if, after giving it effect: (a) the corporation would not be able to pay its debts as they become due in the usual course of business; or (b) the corporation's total assets would be less than the sum of its total liabilities plus (unless the Articles permit otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution, all as provided in N.C.G.S. § 55-6-40.

Section 8.3 Record Date for Distributions. The Board may fix a record date for determining shareholders entitled to a distribution in accordance with N.C.G.S. § 55-7-07.

ARTICLE IX — RECORDS AND REPORTS

Section 9.1 Corporate Records. Pursuant to N.C.G.S. § 55-16-01, the corporation shall keep as permanent records minutes of all meetings of its shareholders and Board, a record of all actions taken by the shareholders or Board without a meeting, and a record of all actions taken by a committee of the Board in place of the Board. The corporation shall maintain appropriate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares, showing the number and class of shares held by each.

Section 9.2 Records to Be Kept Available. Pursuant to N.C.G.S. § 55-16-01(e), the corporation shall keep a copy of the records identified in that subsection (including the Articles, these Bylaws, certain resolutions, minutes of shareholder meetings and records of shareholder action for the past three years, written communications to shareholders, a list of current directors and officers, and the most recent annual report) at its principal office.

Section 9.3 Shareholder Inspection Rights. A shareholder is entitled to inspect and copy corporate records in accordance with, and subject to the conditions and procedures of, N.C.G.S. §§ 55-16-02 and 55-16-03, including the requirement of a written demand made in good faith and for a proper purpose, describing with reasonable particularity the purpose and the records desired, where the records are directly connected with that purpose.

Section 9.4 Financial Statements. Upon written request, the corporation shall furnish a requesting shareholder its annual financial statements as required by N.C.G.S. § 55-16-20.

Section 9.5 Annual Report. The corporation shall deliver to the North Carolina Secretary of State the annual report required by applicable law and shall maintain a copy with its corporate records.

ARTICLE X — CORPORATE SEAL, FISCAL YEAR, AND GENERAL PROVISIONS

Section 10.1 Corporate Seal. The corporation may, but need not, have a corporate seal in such form as the Board may determine. The use or nonuse of a corporate seal does not affect the validity of any instrument.

Section 10.2 Fiscal Year. The fiscal year of the corporation shall end on [____________________] of each year, or on such other date as the Board may determine by resolution.

Section 10.3 Form of Records. The corporation may maintain its records in any form (including electronic form) capable of conversion into written form within a reasonable time, consistent with N.C.G.S. § 55-16-01.

Section 10.4 Conflict with Articles or Act. In the event of any conflict between these Bylaws and the Articles or the Act, the Articles or the Act, as applicable, shall control.

Section 10.5 Severability. If any provision of these Bylaws is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

ARTICLE XI — AMENDMENT OF BYLAWS

Section 11.1 Initial Bylaws. Pursuant to N.C.G.S. § 55-2-06, the incorporators or the Board shall adopt the initial bylaws. These Bylaws may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the Articles.

Section 11.2 Amendment by Board. Pursuant to N.C.G.S. § 55-10-20, the Board may amend or repeal these Bylaws unless (a) the Articles or the Act reserve that power exclusively to the shareholders in whole or in part, or (b) the shareholders, in amending, repealing, or adopting a particular bylaw, expressly provide that the Board may not amend, repeal, or readopt that bylaw.

Section 11.3 Amendment by Shareholders. Pursuant to N.C.G.S. § 55-10-20, the shareholders may amend or repeal these Bylaws even though the Bylaws may also be amended or repealed by the Board.

Section 11.4 Bylaw Increasing Quorum or Voting Requirements. A bylaw that increases a quorum or voting requirement for shareholders or for the Board may be adopted, amended, or repealed only in the manner provided in N.C.G.S. § 55-10-21.

ARTICLE XII — EMERGENCY BYLAWS

Section 12.1 Emergency Bylaws. Pursuant to N.C.G.S. § 55-2-07, except as the Articles otherwise provide, the Board may adopt, in advance of an emergency, bylaws that are operative only during an emergency. An "emergency" exists for this purpose if a quorum of the directors cannot readily be assembled because of a catastrophic event. As clarified by the amendments effective October 1, 2025, emergency bylaws may only be adopted in advance of an emergency and may only remain in effect during an emergency.

Section 12.2 Notice and Quorum During Emergency. The emergency bylaws may make all provisions necessary for managing the corporation during the emergency, including (a) procedures for calling a meeting of the Board, (b) quorum requirements for the meeting, and (c) designation of additional or substitute directors. During an emergency, unless emergency bylaws provide otherwise, notice of a Board meeting need be given only to those directors whom it is practicable to reach and may be given by any practicable means, and one or more officers of the corporation present at a Board meeting may be deemed directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

Section 12.3 Emergency Powers; Effect. Corporate action taken in good faith in accordance with the emergency bylaws or the emergency powers conferred by N.C.G.S. § 55-3-03 binds the corporation and may not be used to impose liability on any director, officer, employee, or agent. To the extent not inconsistent with any emergency bylaws so adopted, these Bylaws remain in effect during the emergency, and upon termination of the emergency the emergency bylaws cease to be operative.

CERTIFICATION / SECRETARY'S ADOPTION BLOCK

The undersigned, being the duly elected and acting Secretary of [____________________], a North Carolina corporation, hereby certifies that the foregoing Bylaws were duly adopted as the Bylaws of the corporation by [the incorporator(s) / the Board of Directors] pursuant to N.C.G.S. §§ 55-2-05 and 55-2-06 on [__/__/____], and that such Bylaws have not been amended or repealed and remain in full force and effect as of the date set forth below.

Dated: [__/__/____]

____________________________________
[____________________], Secretary

SOURCES AND REFERENCES

• North Carolina Business Corporation Act, N.C.G.S. § 55-1-01 et seq. (Chapter 55)
• N.C.G.S. § 55-2-02(b)(3) (optional exculpation of directors and, as amended effective Oct. 1, 2025, officers); § 55-2-05 (organization of corporation); § 55-2-06 (bylaws); § 55-2-07 (emergency bylaws)
• N.C.G.S. § 55-3-03 (emergency powers)
• N.C.G.S. § 55-5-01 (registered office and registered agent)
• N.C.G.S. §§ 55-6-25, 55-6-26, 55-6-27 (share certificates; uncertificated shares; transfer restrictions); § 55-6-40 (distributions)
• N.C.G.S. §§ 55-7-01 to 55-7-08 (annual, special, and court-ordered meetings; action without meeting; notice; waiver; record date; remote participation)
• N.C.G.S. §§ 55-7-20 to 55-7-28 (shareholders' list; voting entitlement; proxies; quorum and voting; voting for directors)
• N.C.G.S. §§ 55-8-01 to 55-8-11 (board: requirement and duties; qualifications; number and election; terms; staggered terms; resignation; removal; vacancies; compensation)
• N.C.G.S. §§ 55-8-20 to 55-8-25 (board meetings; action without meeting; notice; waiver; quorum and voting; committees)
• N.C.G.S. §§ 55-8-30 to 55-8-44 (general standards for directors; conflict of interest; loans to directors; liability for unlawful distributions; officers; duties; standards of conduct; resignation and removal; contract rights)
• N.C.G.S. §§ 55-8-50 to 55-8-58 (indemnification): § 55-8-50 (policy and definitions); § 55-8-51 (authority to indemnify); § 55-8-52 (mandatory indemnification); § 55-8-53 (advance for expenses); § 55-8-54 (court-ordered indemnification); § 55-8-55 (determination and authorization); § 55-8-56 (indemnification of officers, employees, and agents); § 55-8-57 (additional indemnification and insurance); § 55-8-58 (application of Part)
• N.C.G.S. §§ 55-10-20, 55-10-21 (amendment of bylaws; bylaw increasing quorum or voting requirements)
• N.C.G.S. §§ 55-16-01 to 55-16-03, 55-16-20 (corporate records; inspection; financial statements)