Section 55-7-02 - Special meeting(a) A corporation shall hold a special meeting of shareholders if either of the following applies:(1) On call of its board of directors or the person or persons authorized to do so by the articles of incorporation or the bylaws.(2) In the case of a corporation that is not a public corporation, within 30 days after 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 proposed special meeting sign, date, and deliver to the corporation's secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held. The written demand shall cease to be effective on the sixty-first day after the date of signature appearing on the demand unless prior to the sixty-first day the corporation has received effective written demands from holders sufficient to call the special meeting.(b) If not otherwise fixed under G.S. 55-7-03 or G.S. 55-7-07, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand.(c) Unless the board of directors determines to hold the meeting solely by means of remote communication in accordance with G.S. 55-7-09(c), special shareholders' meetings may be held (i) in or out of this State at the place stated in or fixed in accordance with the bylaws or (ii) if no place is stated or fixed in accordance with the bylaws, at the corporation's principal office.(d) Only business within the purpose or purposes described in the meeting notice required by G.S. 55-7-05(c) may be conducted at a special shareholders' meeting.N.C. Gen. Stat. § 55-7-02
Amended by 2021 N.C. Sess. Laws 162,s. 1-b, eff. 9/20/2021.Amended by 2002-58, s. 1, eff. 8/1/2002.Amended by 2001-201, s. 15, eff. 6/14/2001. 1901, c. 2, ss. 46, 49, 51;Rev., ss. 1179, 1188, 1190; C.S., ss. 1168, 1169, 1176; G.S., ss.55-105, 55-106, 55-113; 1955, c. 1371, s. 1; 1959, c. 1316, ss.21, 22; 1985 Reg. Sess., 1986 , c. 801, s. 44; 1989, c. 265, s. 1; 1991, c. 645, s. 17 (a).Effective Date and Applicability: Section 6 of 2021 N.C. Sess. Laws 162 provides: "This act is effective when it becomes law. Sections 1, 2, and 3 of this act apply to meetings noticed on or after that date. Remote shareholder, policyholder, and member meetings noticed before the effective date of this act as a result of the state of emergency declared by Executive Order No. 116 on March 10, 2020, and complying with any subsequent executive orders authorizing remote shareholder, policy holder, or member meetings shall be deemed in compliance with this act. Section 4 of this act applies to not-for-profit corporations formed prior to July 1, 1989, existing as of the effective date of this act."