North Carolina General Statute §55A-7-20 defines the grounds for dissolution of a nonprofit corporation. Voluntary dissolution can be initiated by the corporation itself. For a public benefit corporation, dissolution requires approval by a majority of the directors and, if the corporation has members, by a majority of the members present and voting at a meeting where a quorum is present. If the corporation has no members, the directors alone can approve dissolution. The statute also outlines procedures for judicial dissolution and administrative dissolution by the Secretary of State for failure to comply with filing requirements. In this scenario, the board of directors of a North Carolina public benefit nonprofit corporation, which has members, voted to dissolve the corporation. However, the members were not provided with notice of this specific agenda item and did not vote on the dissolution. Under North Carolina law, a vote by the members is generally required for voluntary dissolution of a membership-based nonprofit corporation, unless the articles of incorporation or bylaws specify otherwise, and proper notice must be given to members for such a vote. Therefore, the dissolution resolution passed solely by the directors is not valid without member approval and proper notice.

The North Carolina Nonprofit Corporation Act, specifically under Chapter 55A of the General Statutes, outlines the procedures for amending articles of incorporation. For a nonprofit corporation, an amendment to the articles of incorporation generally requires approval by the board of directors and then by the members. The Act specifies that unless the articles of incorporation or bylaws provide otherwise, a proposed amendment must first be approved by the board of directors. Following board approval, the amendment must be submitted to the members for adoption. The voting threshold for member adoption of an amendment is typically a majority of the votes cast by members entitled to vote on the amendment, unless the articles of incorporation or bylaws require a greater proportion. In this scenario, the bylaws of the “Appalachian Arts Alliance,” a North Carolina nonprofit corporation, require a two-thirds vote of the members present and voting at a duly called meeting for any amendment to its articles of incorporation. Therefore, to effectively amend its articles of incorporation to change its name and primary purpose, the Appalachian Arts Alliance must secure a two-thirds vote of the members present and voting at a meeting where a quorum is present, in addition to the board’s initial approval. This requirement ensures that significant changes to the corporation’s fundamental governing documents receive substantial member consensus, reflecting the democratic principles often central to nonprofit governance. The specific statute governing amendments is N.C. Gen. Stat. § 55A-10-03.

The scenario describes a North Carolina nonprofit corporation, “Carolina Cares,” which is seeking to amend its articles of incorporation. The question hinges on the specific procedural requirements for such amendments under North Carolina law. North Carolina General Statutes Chapter 55A, the Nonprofit Corporation Act, governs these matters. Specifically, G.S. § 55A-10-03 outlines the process for amending articles of incorporation. This statute requires that amendments be adopted by the board of directors and then submitted to the members for approval. The statute further specifies that the amendment must be approved by a majority of the votes cast by the members entitled to vote thereon at a meeting of members, provided that a quorum is present. Alternatively, if the corporation has no members or no members are entitled to vote, the amendment must be adopted by the board of directors. In this case, Carolina Cares has members who are entitled to vote. Therefore, the amendment must be approved by a majority of the votes cast by the members, assuming a quorum is met. The board’s unanimous written consent alone is insufficient if the members have voting rights on such amendments. Similarly, a simple majority of the board’s approval without member ratification, or approval solely by the members without proper board action first, would not comply with the statutory requirements. The critical element is the dual approval process: board action followed by member approval as stipulated by G.S. § 55A-10-03.

The North Carolina Nonprofit Corporation Act, specifically Article 4, Chapter 55A of the General Statutes, outlines the procedures for dissolving a nonprofit corporation. For a dissolution initiated by the board of directors, a resolution must be adopted by the board. Following board approval, notice of the proposed dissolution must be given to the members, if any. The Act requires that the dissolution be approved by the members at a meeting, with specific voting thresholds depending on whether the articles of incorporation or bylaws specify a different requirement. Generally, a majority of the votes cast by the members entitled to vote thereon is sufficient, provided that at least a majority of all the votes entitled to be cast by members were cast in favor of the dissolution. If there are no members, or if no member vote is required, the dissolution is effective upon the board’s adoption of the resolution and filing the appropriate documents with the Secretary of State. However, in the scenario provided, the corporation has members. Therefore, member approval is a necessary step before the dissolution can be finalized and filed with the North Carolina Secretary of State. The question focuses on the initial steps after the board’s decision, highlighting the requirement for member notification and subsequent approval as dictated by North Carolina law.

The North Carolina Nonprofit Corporation Act, specifically Chapter 55A of the General Statutes, governs the formation, governance, and dissolution of nonprofit corporations in the state. When a nonprofit corporation in North Carolina plans to merge with another entity, the process requires adherence to specific statutory provisions to ensure the legal validity and proper execution of the merger. Article 11 of Chapter 55A outlines the procedures for mergers and consolidations. For a merger to be effective, a plan of merger must be adopted by the board of directors of each merging entity. Subsequently, this plan must be submitted to and approved by the members of each corporation, unless the articles of incorporation or bylaws provide otherwise or the merger does not affect the members’ rights. The required vote for member approval is typically a majority of all votes cast, provided a quorum is present, though the articles or bylaws can specify a higher threshold. Following member approval, articles of merger are filed with the North Carolina Secretary of State. This filing is the formal act that legally consummates the merger. The question asks about the most crucial step for the merger’s legal effectiveness. While board approval and member approval are necessary procedural steps, the filing of the articles of merger with the Secretary of State is the definitive legal act that brings the merger into legal existence under North Carolina law. Therefore, this final filing is the most critical step for the merger’s legal effectiveness.

In North Carolina, a nonprofit corporation seeking to amend its articles of incorporation must follow specific statutory procedures. According to North Carolina General Statutes Chapter 55A, Article 12, concerning amendments, a proposed amendment must be adopted by the board of directors and then submitted to the members for approval. The required vote for member approval of an amendment is typically a majority of the votes cast by members entitled to vote on the amendment, unless the articles of incorporation or bylaws specify a higher voting threshold. If the nonprofit has no members, or if the members have no voting rights on the matter, the amendment is adopted solely by the board of directors. Following adoption, the corporation must file amended articles of incorporation with the North Carolina Secretary of State. The amended articles become effective upon filing or at a later date specified in the filing. The statute does not mandate a specific waiting period after board approval before submitting to members, nor does it require a supermajority vote for all amendments unless stipulated in the governing documents. The process emphasizes corporate governance and adherence to the organization’s foundational documents.

The scenario involves a nonprofit organization in North Carolina that has received a significant donation restricted for a specific purpose. When a donor imposes restrictions on the use of a gift, the nonprofit organization must adhere to those restrictions. If the original purpose becomes impossible or impractical to fulfill, North Carolina law, like many other jurisdictions, provides mechanisms for modifying or terminating these restrictions. The Uniform Prudent Management of Institutional Funds Act (UPMIFIA), adopted in North Carolina, governs the management and expenditure of institutional funds, which often include donor-restricted funds. Specifically, N.C. Gen. Stat. § 36C-1-111 outlines the process for modifying or terminating a restriction on a gift when compliance is impossible, impracticable, or wasteful. This statute allows for modification or termination by a court or, under certain conditions, by the nonprofit’s governing board if the value of the fund is relatively small and the cost of administration would outweigh the benefit. Given the substantial nature of the donation and the stated impossibility of fulfilling the original purpose, the most appropriate legal recourse is to seek a court order to modify or terminate the restriction, allowing the funds to be used for a purpose consistent with the donor’s general charitable intent. The organization cannot unilaterally decide to reallocate the funds without a legal process that ensures the donor’s intent is respected as much as possible under the changed circumstances. While cy pres is a related common law doctrine, UPMIFIA provides the statutory framework for such actions in North Carolina. The key is that the modification or termination must be sought through a legal process, not an internal decision without legal sanction, especially for a large sum.

The North Carolina Nonprofit Corporation Act, specifically Chapter 55A of the General Statutes, governs the formation, operation, and dissolution of nonprofit corporations in the state. When a nonprofit corporation in North Carolina wishes to amend its articles of incorporation, the process requires adherence to specific statutory provisions to ensure the amendment is legally valid. According to NCGS § 55A-10-01, amendments to the articles of incorporation generally require approval by the board of directors and, for certain fundamental changes, by the members. However, the question focuses on the *filing* of the amendment, which is a procedural step. Once the board of directors has adopted the amendment, the corporation must file a certificate of amendment with the Secretary of State. This certificate is the official document that formally records the change to the articles of incorporation. The statute does not mandate that the original incorporators must approve amendments after the corporation has been established and has a board of directors and potentially members. The board’s resolution is the primary internal authorization, and the filing of the certificate is the external legal step. Therefore, the filing of a certificate of amendment with the North Carolina Secretary of State is the required action to effectuate an amendment to the articles of incorporation after the initial formation.

The North Carolina Nonprofit Corporation Act, specifically Chapter 55A of the North Carolina General Statutes, governs the formation, operation, and dissolution of nonprofit corporations in the state. When a nonprofit corporation proposes to sell, lease, or exchange all or substantially all of its assets, the Act outlines a specific procedure to protect the interests of the corporation, its members, and creditors. This procedure is designed to ensure that such a significant disposition of assets is undertaken with proper deliberation and oversight. According to N.C. Gen. Stat. § 55A-12-02, a sale, lease, exchange, or other disposition of all or substantially all of the corporation’s assets, other than in the usual and regular course of business, requires the approval of the board of directors and, unless the articles of incorporation provide otherwise, the members. The statute mandates that a notice of the proposed transaction be given to each member entitled to vote on the transaction. This notice must include a description of the transaction, the date, time, and place of the member meeting at which the transaction will be considered, and a ballot or other means for members to express their approval or disapproval. The statute further specifies that the transaction must be approved by a majority of the votes cast by the members entitled to vote on the transaction, provided that the number of votes cast is at least a majority of the votes the corporation was entitled to cast at the meeting. The board of directors must also adopt a resolution approving the transaction. The critical element here is the dual approval requirement: both the board and the members, under specific voting thresholds, must consent to the disposition of substantially all assets outside the ordinary course of business. The statute’s intent is to prevent a small group of directors from unilaterally divesting the corporation of its core assets, thereby safeguarding the corporation’s mission and the interests of its stakeholders.

The North Carolina Nonprofit Corporation Act, specifically Chapter 55A of the General Statutes, governs the formation, operation, and dissolution of nonprofit corporations in the state. When a nonprofit corporation in North Carolina wishes to amend its articles of incorporation, the process requires adherence to specific statutory provisions. Section 55A-10-02 outlines the procedure for amending articles of incorporation. Generally, amendments must be adopted by the board of directors and then approved by the members. The statute specifies that a proposed amendment must receive the affirmative vote of a majority of the directors present at a meeting where a quorum is present, followed by approval by the members entitled to vote on the amendment. The required vote for member approval is typically a majority of the votes cast by members entitled to vote, or a greater percentage if specified in the articles of incorporation or bylaws. For amendments that would affect the rights of a particular class of members, that class must also approve the amendment. The filed amendment must include a statement that the amendment was adopted in accordance with the provisions of the Act and the corporation’s articles of incorporation and bylaws. The question probes the understanding of the necessary steps and approvals for such an amendment under North Carolina law, highlighting the dual requirement of board and member approval, and the potential for class-specific voting rights to be implicated.

The scenario describes a situation where a North Carolina nonprofit corporation, “Coastal Conservation Alliance,” has received a significant bequest from a donor. This bequest is designated for a specific purpose: to fund the acquisition and preservation of a particular tract of coastal marshland. The key legal principle at play here is the concept of “restricted gifts” or “donor-imposed restrictions.” When a donor specifies that a gift must be used for a particular purpose, the nonprofit organization has a legal and ethical obligation to adhere to those restrictions. In North Carolina, as in most jurisdictions, the Uniform Prudent Management of Institutional Funds Act (UPMIA) governs the management and use of endowment funds and other institutional assets, including those subject to donor restrictions. UPMIA provides a framework for how organizations can manage these funds, including the possibility of seeking court approval to modify or terminate a restriction if it becomes impracticable or unlawful to fulfill. However, the initial obligation is to honor the donor’s intent. The Coastal Conservation Alliance must ensure that the funds are used solely for the acquisition and preservation of the specified marshland. Failure to do so could lead to legal challenges from the donor’s estate or other interested parties, and potentially jeopardize the organization’s tax-exempt status. The question probes the understanding of how a nonprofit must handle donor-restricted funds in North Carolina, emphasizing the binding nature of such restrictions.

The scenario describes a nonprofit organization in North Carolina that has received a significant donation from a private foundation. The question pertains to the regulatory framework governing the receipt and use of such funds by North Carolina nonprofits. Specifically, it tests the understanding of the North Carolina Nonprofit Corporation Act, particularly concerning the powers and limitations of directors and officers when dealing with substantial contributions. The North Carolina General Statutes, Chapter 55A (Nonprofit Corporation Act), outlines the duties of directors, including the duty of care and the duty of loyalty. When a nonprofit receives a large donation, directors must ensure that the funds are used for the organization’s stated charitable purposes and that the transaction does not involve any conflicts of interest. The Act also addresses the authority of the board to accept gifts and manage assets. Furthermore, depending on the nature of the donation and the donor’s stipulations, federal tax laws (like those administered by the IRS regarding public charities vs. private foundations) and state charitable solicitation laws might also be relevant, but the core governance and oversight responsibilities for the nonprofit’s board are rooted in the state’s nonprofit corporation statutes. The directors are empowered to accept gifts, but they must also exercise reasonable business judgment in managing these assets and ensuring compliance with any donor restrictions. The question focuses on the board’s responsibility to approve such a significant transaction, ensuring it aligns with the organization’s mission and governance policies. This is a fundamental aspect of corporate governance for all North Carolina nonprofit entities.

In North Carolina, the dissolution of a nonprofit corporation involves a specific process governed by the North Carolina Nonprofit Corporation Act. When a nonprofit corporation decides to dissolve voluntarily, it must follow a series of steps to ensure its affairs are properly wound up and its assets are distributed according to law and its own governing documents. This typically begins with a resolution by the board of directors. Following board approval, the resolution must be submitted to the members for a vote. For most nonprofit corporations in North Carolina, a dissolution vote requires approval by a majority of all members entitled to vote thereon, or if the articles of incorporation or bylaws specify a greater proportion, then that greater proportion. The North Carolina Nonprofit Corporation Act, specifically under G.S. § 55A-14-02, outlines the procedure for voluntary dissolution. This includes adopting a plan of dissolution, which details how the corporation’s business will be wound up, its assets liquidated, and its liabilities discharged. After the plan is approved by the members, the corporation must file Articles of Dissolution with the North Carolina Secretary of State. Crucially, before filing, the corporation must provide notice of its intent to dissolve to creditors and claimants, allowing them a period to present their claims. The distribution of assets upon dissolution is a critical component. North Carolina law, like federal tax law for 501(c)(3) organizations, mandates that any remaining assets after satisfying all debts and liabilities must be distributed for one or more exempt purposes or to another organization that qualifies as a like organization under the Internal Revenue Code, or to the state or a political subdivision thereof for a public purpose. This ensures that the assets continue to serve charitable or public objectives and are not distributed to private individuals, except in limited circumstances such as the return of contributions made by members for which no services were rendered. The final step in the dissolution process, after winding up affairs and distributing assets, is the filing of Articles of Dissolution.

The scenario involves a North Carolina nonprofit corporation, “Coastal Heritage Alliance,” which is a public charity. It received a substantial donation from a private foundation, “The Maritime Trust,” for a specific project to preserve historical lighthouses along the North Carolina coast. The question revolves around the permissible uses of this restricted donation. North Carolina General Statute §55A-12 (or its equivalent in the Nonprofit Corporation Act) governs the actions of nonprofit corporations, including the acceptance and use of donations. Specifically, when a donation is made for a particular purpose, the nonprofit is generally bound to use those funds only for that stated purpose. The Maritime Trust’s donation was explicitly for the preservation of North Carolina lighthouses. Therefore, Coastal Heritage Alliance must ensure that the funds are exclusively allocated to activities directly related to lighthouse preservation, such as restoration, maintenance, research, or educational programs focused on these structures. Using these funds for general operating expenses, unrelated endowment growth, or other charitable activities not specified by the donor would violate the terms of the gift. The concept of donor intent is paramount in the management of restricted gifts for charitable organizations. The organization’s board of directors has a fiduciary duty to honor these restrictions. If the purpose for which the funds were donated becomes impossible or impracticable to fulfill, North Carolina law, similar to other states, provides mechanisms for seeking court approval to redirect the funds to a similar charitable purpose, but this is a specific legal process and not a unilateral decision by the nonprofit. The key is adherence to the donor’s explicit stipulations.

The North Carolina Nonprofit Corporation Act, specifically Article 13, addresses the dissolution of nonprofit corporations. When a nonprofit corporation is dissolved, its assets must be distributed in accordance with its articles of incorporation or bylaws. If these documents do not specify a distribution plan, or if the specified plan is ineffective, the North Carolina Nonprofit Corporation Act mandates that the remaining assets, after paying all debts and liabilities, must be distributed to one or more domestic or foreign corporations or organizations that are described in Section 501(c)(3) of the Internal Revenue Code, or to the federal government, a state, or a political subdivision thereof, for a public purpose. This ensures that the assets of a dissolved nonprofit continue to serve a charitable or public purpose, preventing private inurement. The scenario describes a nonprofit corporation in North Carolina whose articles of incorporation are silent on asset distribution upon dissolution. Therefore, the statutory default provision applies. The corporation’s board of directors must identify and distribute the remaining assets to an organization that qualifies under IRC Section 501(c)(3) for a public purpose, or to a governmental entity for a public purpose. This process is crucial for maintaining the integrity of the nonprofit sector and upholding the public trust.

The North Carolina Nonprofit Corporation Act, specifically referencing provisions related to the dissolution of nonprofit corporations, outlines the procedures for winding up affairs. When a nonprofit corporation is dissolved, its assets must be distributed according to the articles of incorporation, bylaws, or a resolution adopted by the board of directors, provided these provisions comply with North Carolina law. Generally, remaining assets after paying debts and obligations are to be distributed to one or more domestic or foreign corporations or entities that are qualified to receive such assets and whose purposes are charitable, religious, eleemosynary, benevolent, educational, or scientific. This ensures that the assets continue to serve a public purpose consistent with the original mission of the dissolved entity. If the articles of incorporation or bylaws do not specify a recipient, or if the specified recipients are unable to accept the assets, the Superior Court of the county where the corporation has its principal office may direct the distribution of the remaining assets to an appropriate recipient. The key principle is the continuity of charitable or public benefit. Therefore, distributing assets to a university foundation that supports educational programs aligns with the statutory directive for distributing assets for charitable or educational purposes.

The North Carolina Nonprofit Corporation Act, specifically Article 4 concerning mergers and consolidations, outlines the procedures for combining nonprofit corporations. For a merger to be effective, both the board of directors and the members of each merging corporation must approve the plan of merger. In North Carolina, unless the articles of incorporation or bylaws specify a higher threshold, member approval typically requires a majority of the votes cast by members entitled to vote at a meeting where a quorum is present. However, the Act also allows for member approval by written consent, provided it is signed by all members entitled to vote on the matter, or by a percentage of members as specified in the articles of incorporation or bylaws, which cannot be less than the percentage required for action at a meeting. The scenario states that the board of directors of both organizations approved the plan, and a majority of the voting members of “The Coastal Conservancy” approved it. It does not specify the approval status of “The Piedmont Preservation Society’s” members. Without confirmation of member approval from “The Piedmont Preservation Society,” the merger cannot be legally completed according to the Act’s requirements for member consent. Therefore, the merger is not yet effective.

The scenario describes a North Carolina nonprofit corporation, “Coastal Preservation Alliance,” that has been operating for five years. The question revolves around the requirements for maintaining its corporate status and tax-exempt status, specifically concerning reporting obligations. In North Carolina, nonprofit corporations are subject to annual reporting requirements to the Secretary of State to remain in good standing. This typically involves filing an annual report. Furthermore, to maintain federal tax-exempt status (usually under Section 501(c)(3) of the Internal Revenue Code), organizations must file an annual information return with the IRS, typically Form 990 series (990, 990-EZ, or 990-N, depending on gross receipts). Failure to file these reports can lead to administrative dissolution by the state and revocation of tax-exempt status by the IRS. The question tests the understanding of these dual reporting obligations for a North Carolina nonprofit. The correct answer reflects the necessity of both state-level annual reports and federal IRS filings to maintain operational and tax-exempt status. The other options present plausible but incomplete or incorrect scenarios. For instance, focusing solely on state filings ignores federal tax-exempt requirements, and vice-versa. Similarly, mentioning only specific types of filings without acknowledging the continuous nature of the obligation is insufficient. The core concept is that both state and federal compliance are critical for a functioning tax-exempt nonprofit.

The scenario describes a nonprofit organization in North Carolina that has received a significant donation from a donor who has specified that the funds must be used exclusively for the acquisition of new scientific research equipment. This type of donation is known as a restricted gift. Restricted gifts are contributions that a donor designates for a specific purpose, program, or asset. In North Carolina, as in most jurisdictions, nonprofit organizations are legally bound to honor the donor’s restrictions. Failure to do so can result in legal action and damage to the organization’s reputation. The North Carolina Nonprofit Corporation Act, while providing the framework for nonprofit governance, emphasizes the fiduciary duty of directors and officers to manage assets in accordance with donor intent, especially when that intent is clearly articulated. The organization’s board of directors must ensure that the funds are segregated and used solely for the purpose outlined by the donor. This requires careful accounting and adherence to the terms of the gift agreement. The concept of “earmarking” funds by a donor is central here, and the organization’s compliance with these earmarks is a key aspect of responsible stewardship and legal obligation. The question tests the understanding of how donor intent, particularly in the form of restricted gifts, dictates the use of funds by a North Carolina nonprofit, and the legal implications of misusing such funds.

The North Carolina Nonprofit Corporation Act, specifically N.C. Gen. Stat. § 55A-7-22, outlines the procedures for a nonprofit corporation to dissolve voluntarily. This statute requires a resolution to dissolve to be adopted by the board of directors and then submitted to the members for approval. For a resolution to be adopted by the board, a majority of the directors present at a meeting where a quorum exists must vote in favor. Subsequently, for member approval, the resolution typically requires an affirmative vote of a majority of all members entitled to vote thereon, or if the articles of incorporation or bylaws provide for a different voting standard, that standard must be met. However, the Act also allows for dissolution by written consent of the members, which, absent contrary provisions in the articles or bylaws, requires the consent of all members entitled to vote. The question posits a scenario where the board unanimously adopts a resolution to dissolve, and then a majority of members present at a meeting vote in favor. This scenario does not satisfy the typical member approval requirement for voluntary dissolution under North Carolina law, which usually mandates a higher threshold than a simple majority of those present at a meeting, often a majority of all members entitled to vote or a supermajority as defined in the governing documents. Therefore, the dissolution would not be effective based solely on these actions. The correct procedure involves proper notice to members, a vote that meets the statutory or governing document requirements, and filing the Articles of Dissolution with the North Carolina Secretary of State.

The scenario presented involves a North Carolina nonprofit corporation, “Carolina Community Builders” (CCB), which is a public charity. CCB received a substantial bequest from a deceased donor, Eleanor Vance. The will stipulated that the funds be used exclusively for the construction of affordable housing units in a specific county within North Carolina. CCB’s board of directors, after reviewing current economic conditions and construction costs, determined that the bequest amount, while significant, would not be sufficient to complete the planned housing project as originally envisioned. They are considering modifying the project scope to include fewer units but with enhanced energy-efficiency features, thereby potentially increasing the long-term operational savings for residents. This decision falls under the purview of cy-près doctrine, a legal principle applicable to charitable trusts and endowments. The cy-près doctrine allows a court to modify the terms of a charitable gift or trust when the original purpose becomes impossible, impracticable, or illegal to fulfill. The modification must be consistent with the donor’s general charitable intent. In North Carolina, the Attorney General is the chief legal officer responsible for overseeing charitable assets and ensuring they are used for their intended purposes. Therefore, before CCB can alter the use of the bequest, they must seek approval from the North Carolina Attorney General’s office. This process typically involves petitioning the court or directly engaging the Attorney General, who will review the proposed modification to ensure it aligns with Eleanor Vance’s overarching charitable intent of benefiting the community through housing, even if the specific method of achieving that goal needs adjustment. The Attorney General’s role is to protect the public interest in charitable funds. Without this approval, CCB would be in violation of the terms of the bequest and potentially state law governing charitable assets.

The question concerns the authority of a nonprofit corporation’s board of directors in North Carolina to delegate certain powers. Specifically, it addresses the delegation of the power to approve significant transactions, such as the sale of substantially all assets. Under North Carolina General Statutes Chapter 55A, the Nonprofit Corporation Act, the board of directors generally holds the ultimate authority for governing the corporation. However, the Act permits the board to delegate certain responsibilities. Section 55A-8.01 outlines the board’s powers and responsibilities, stating that the business and affairs of the corporation shall be managed by or under the direction of its board of directors. Section 55A-8.08, concerning loans, guarantees, and indemnification, and Section 55A-12.02, regarding disposition of assets, are particularly relevant. While the board can delegate day-to-day operational decisions, fundamental corporate actions that alter the corporation’s structure or purpose, like the sale of substantially all assets, typically require board approval. The board can establish committees and delegate authority to them, but the ultimate responsibility for oversight remains with the full board. The North Carolina Nonprofit Corporation Act does not broadly permit the board to delegate the decision to sell substantially all of its assets to a single officer or a committee without specific authorization within the articles of incorporation or bylaws, and even then, the board retains oversight. Therefore, the most accurate statement regarding the delegation of the power to approve the sale of substantially all assets by a North Carolina nonprofit corporation’s board of directors is that such delegation is generally not permitted without specific provisions in the articles of incorporation or bylaws, and even then, the board retains ultimate oversight.

The North Carolina Nonprofit Corporation Act, specifically Chapter 55A of the General Statutes, outlines the procedures for corporate dissolution. When a nonprofit corporation voluntarily dissolves, the process typically involves several key steps. First, a resolution of dissolution must be adopted by the board of directors and then approved by the members, if applicable, according to the corporation’s articles of incorporation or bylaws. Following this approval, the corporation must file a Certificate of Dissolution with the North Carolina Secretary of State. This certificate formally notifies the state of the corporation’s intent to cease operations. Crucially, before or after filing the certificate, the corporation must wind up its affairs. This winding-up process, as detailed in NCGS § 55A-14-05, involves ceasing all business except that necessary for winding up, notifying creditors, collecting assets, paying liabilities, and distributing remaining assets. The distribution of assets must adhere to the corporation’s articles of incorporation and the provisions of the Nonprofit Corporation Act, particularly concerning the distribution of assets to other qualified nonprofit organizations if the corporation was organized for charitable or educational purposes. The final step is typically the filing of a Certificate of Termination of Existence with the Secretary of State after all winding-up activities are completed, though the initial Certificate of Dissolution is the primary document that formally commences the dissolution process with the state. Therefore, the filing of the Certificate of Dissolution with the North Carolina Secretary of State is the act that officially initiates the voluntary dissolution process with the state.

In North Carolina, when a nonprofit corporation dissolves, the distribution of its assets is governed by specific statutory provisions. The North Carolina Nonprofit Corporation Act, as codified in Chapter 55A of the General Statutes, outlines the priority for asset distribution. Following the satisfaction of all liabilities and obligations, any remaining assets are to be distributed to one or more organizations that are described in Section 501(c)(3) of the Internal Revenue Code, or to a governmental unit for a public purpose, or to any other person or organization that is qualified to receive tax-deductible contributions. This ensures that the assets of a dissolved nonprofit are ultimately used for charitable or public purposes, aligning with the original intent of its formation. The specific designation of the recipient organization should be consistent with the nonprofit’s articles of incorporation or bylaws, or if not specified, determined by the directors or a court. The core principle is the continuation of charitable or public benefit, preventing private inurement of assets.

The North Carolina Nonprofit Corporation Act, specifically N.C. Gen. Stat. §55A-7-30, governs the requirements for a nonprofit corporation to merge with another entity. When a nonprofit corporation proposes a merger, the board of directors must adopt a plan of merger. This plan must detail the terms and conditions of the merger, including the name and type of each corporation, the manner and basis of converting memberships or other interests, and any amendments to the articles of incorporation of the surviving corporation. Following board approval, the plan of merger must be submitted to the members for their approval. The Act requires that the plan be approved by a majority of all the votes entitled to be cast on the proposal by members of each class of members, unless the articles of incorporation or bylaws specify a greater proportion. For corporations without members, or where member approval is not required by the articles or bylaws, the board of directors alone can approve the merger. In this scenario, since the bylaws of the “Coastal Conservancy” specifically require member approval for a merger, the board’s unilateral decision to approve the merger without presenting it to the members is invalid. Therefore, the merger is not effective without member ratification.

In North Carolina, a nonprofit corporation can dissolve voluntarily. The process typically begins with a resolution of the board of directors, followed by a vote of the members, if the corporation has members. For a nonprofit that has members, the North Carolina Nonprofit Corporation Act, specifically Chapter 55A of the General Statutes, outlines the procedures. Section 55A-14-02 addresses voluntary dissolution. This section requires that a plan of dissolution be adopted by the board of directors and then submitted to the members for approval. The required vote for member approval is generally a majority of all votes entitled to be cast by members of each class of members. However, the articles of incorporation or bylaws can specify a higher voting threshold. Once the dissolution is approved, the corporation must file Articles of Dissolution with the North Carolina Secretary of State. The corporation then proceeds to wind up its affairs, which involves collecting assets, paying debts and liabilities, and distributing any remaining assets to designated recipients, typically other tax-exempt organizations, in accordance with the dissolution plan and the nonprofit’s articles of incorporation. The key is that for member-driven nonprofits, member approval is a critical step, often requiring a supermajority if stipulated in governing documents. The question hinges on the requirement for member approval and the potential for increased thresholds in governing documents.

The North Carolina Nonprofit Corporation Act, specifically Article 4, addresses the procedures for dissolution of a nonprofit corporation. Voluntary dissolution requires a resolution adopted by the board of directors and then approval by the members. For a public benefit or religious corporation, dissolution requires a resolution adopted by the board of directors and then approval by at least two-thirds of the members entitled to vote thereon. For a mutual benefit corporation, dissolution requires a resolution adopted by the board of directors and then approval by a majority of the members entitled to vote thereon. In this scenario, the nonprofit is a public benefit corporation. Therefore, the minimum number of members required to approve the dissolution, in addition to the board’s resolution, is two-thirds of the members entitled to vote. If there are 1,000 members entitled to vote, two-thirds of that number is \(1000 \times \frac{2}{3} \approx 666.67\). Since you cannot have a fraction of a member, the number must be rounded up to the nearest whole number to ensure at least two-thirds of the members have approved. Thus, 667 members are required.

The North Carolina Nonprofit Corporation Act, specifically Article 4 of Chapter 55A of the General Statutes, governs the dissolution of nonprofit corporations. When a nonprofit corporation dissolves voluntarily, the process involves several steps. First, a resolution of dissolution must be adopted by the board of directors and then approved by the members, unless the articles of incorporation specify a different procedure. Following the approval, the corporation must cease carrying on its activities except those necessary for winding up its affairs. The corporation then proceeds to notify its creditors of the dissolution and file a Certificate of Dissolution with the Secretary of State. During the winding-up period, the corporation must collect its assets, pay or make provision for its liabilities, and distribute any remaining assets. Crucially, North Carolina law mandates that any remaining assets after satisfying liabilities must be distributed for one or more exempt purposes specified in the articles of incorporation or, if the articles do not specify, to any other organization that is exempt under Section 501(c)(3) of the Internal Revenue Code. This ensures that the assets of a dissolved nonprofit continue to serve charitable or other qualifying purposes, preventing private inurement. The question describes a scenario where the articles of incorporation are silent on the distribution of assets upon dissolution. Therefore, the default provision in North Carolina law applies, requiring distribution to another organization that qualifies under IRC Section 501(c)(3).

The North Carolina Nonprofit Corporation Act, specifically referencing the provisions related to the dissolution of a nonprofit corporation, outlines the procedures and requirements for winding up affairs. When a nonprofit corporation voluntarily dissolves, the directors are responsible for overseeing the process. This process involves ceasing all business activities except those necessary for winding up, notifying creditors, collecting assets, paying liabilities, and distributing any remaining assets. According to North Carolina General Statutes \(§55A-14-01 et seq.\), the directors have a fiduciary duty to manage these affairs prudently. The distribution of assets upon dissolution is governed by the corporation’s articles of incorporation and bylaws, and generally, any remaining assets must be distributed to one or more qualified organizations engaged in activities similar or related to the purposes of the dissolving corporation, or to any other organization designated by the superior court, as provided in \(§55A-14-07\). The directors must ensure that these distributions comply with the requirements for tax-exempt organizations, typically distributing to other 501(c)(3) organizations. Failure to adhere to these dissolution procedures can lead to personal liability for the directors.

The North Carolina Nonprofit Corporation Act, specifically concerning the dissolution of a nonprofit corporation, outlines procedures for winding up affairs. When a nonprofit corporation voluntarily dissolves, the North Carolina Secretary of State requires a Certificate of Dissolution to be filed. This certificate is typically filed after the corporation has ceased conducting its activities and has resolved to dissolve. The Act mandates that upon dissolution, the corporation must cease carrying on its activities except as necessary to wind up its affairs. This winding up process involves collecting assets, paying liabilities, and distributing any remaining assets in accordance with the corporation’s articles of incorporation or bylaws, or, if not specified, in a manner consistent with the corporation’s purpose. For tax-exempt organizations, this distribution must also comply with federal tax law, generally requiring distribution to another organization with a similar tax-exempt purpose. The filing of the Certificate of Dissolution with the Secretary of State formally marks the end of the corporation’s existence. The question asks about the final step in the *process* of dissolution, which involves the formal termination of the entity’s legal existence after all winding-up activities are completed. Therefore, filing the Certificate of Dissolution with the North Carolina Secretary of State is the concluding administrative action that effectuates the dissolution of the nonprofit corporation under North Carolina law.