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--- version:Edition 1+++ version:Filed@@ -1,18 +1,18 @@GENERAL ASSEMBLY OF NORTH CAROLINASESSION 2025-S 1-SENATE BILL 489+S D+SENATE BILL DRS15220-MVf-22Short Title: Modify Nonprofit Corp. Act/Charitable Org. (Public)Sponsors: Senator Sawrey (Primary Sponsor).-Referred to: Rules and Operations of the Senate-March 26, 2025-*S489-v-1*+Referred to:++*DRS15220-MVf-22*A BILL TO BE ENTITLED 1-AN ACT TO MAKE VARIO US CHANGES TO THE NO RTH CAROLINA NONPROF IT 2-CORPORATIONS ACT AND TO ALLOW A CHARITAB LE ORGANIZATION'S 3-DISCLOSURE UNDER STA TE LAW TO BE SATISFI ED BY THE 4-ACKNOWLEDGEMENT REQU IRED FOR A TAX DEDUC TION UNDER FEDERAL 5+AN ACT TO MAKE VARIOUS CHANGES TO THE NORTH CAROLINA NONPROFIT 2+CORPORATIONS ACT AND TO ALLOW A CHARITABLE ORGANIZATION 'S 3+DISCLOSURE UNDER STATE LAW TO BE SATISFIED BY THE 4+ACKNOWLEDGEMENT REQUIRED FOR A TAX DEDUCTION UNDER FEDERAL 5LAW. 6The General Assembly of North Carolina enacts: 78@@ -27,7 +27,7 @@a. Its sole member is a domestic or foreign corporation that is exempt 17from income tax under section 501(c)(3) of the Internal Revenue Code 18of 1986 or any successor section. 19-b. It is disregarded for income tax purposes but would be eli gible for an 20+b. It is disregarded for income tax purposes but would be eligible for an 20exemption under section 501(c)(3) of the Internal Revenue Code of 211986 or any successor section if it were not disregarded for income tax 22purposes. 23@@ -40,13 +40,17 @@professional corporation as defined in G.S. 55B-16), a G.S. 55B-16, (iii) domestic or foreign 30nonprofit corporation, a (iv) domestic or foreign limited liability company, a (v) domestic or 31foreign limited partnership, a (vi) registered limited liability partnership or foreign limited 32-liability partnership as defined in G.S. 59-32, or any other partnership as defined in G.S. 59-36 33+liability partnership as defined in G.S. 59-32, or any other partnership as defined in G.S. 59-36 33whether or not formed under the laws of this State.State, or (vii) nonprofit association as defined 34in G.S. 59B-2 whether or not formed under the laws of this State. 35-General Assembly Of North Carolina Session 2025-Page 2 Senate Bill 489-First Edition+FILED SENATE+Mar 25, 2025+S.B. 489+PRINCIPAL CLERK+General Assembly Of North Carolina Session 2025+Page 2 DRS15220-MVf-22(b) One or more domestic nonprofit corporations may merge with one or more 1-unincorporated entities and, if desired, one or more foreign nonprofit corporation s, domestic 2+unincorporated entities and, if desired, one or more foreign nonprofit corporations, domestic 2business corporations, or foreign business corporations if:if all of the following apply: 3(1) The merger is permitted by the laws of the state or country governing the 4organization and internal affairs of each of the other merging business 5@@ -61,7 +65,7 @@merger requires that the plan of merger be adopted as provided in G.S. 55A-11-03. If any member 14of a merging domestic nonprofit corporation has or will have personal liability for any existing 15or future obligation of the surviving business entity solely as a result of holding an interest in the 16-surviving business entity, then in addition to the requirements of G.S. 55A-11-03, approval of 17+surviving business entity, then in addition to the requirements of G.S. 55A-11-03, approval of 17the plan of merger by the domestic nonprofit corporation shall require the affirmative vote or 18written consent of the member. In the case of each other merging business entity, the plan of 19merger must shall be approved in accordance with the laws of the state or country governing the 20@@ -75,12 +79,12 @@(e) A merger takes effect when the articles of merger become effective. When a merger 28takes effect:effect, all of the following apply: 29(1) Each other merging business entity merges into the surviving business entity 30-and the separate existence of each merging b usiness entity except the 31+and the separate existence of each merging business entity except the 31surviving business entity ceases;ceases. 32(2) The title to all real estate and other property owned by each merging business 33entity is vested in the surviving business entity without reversion or 34impairment;impairment. 35-(3) The surv iving business entity has all liabilities of each merging business 36+(3) The surviving business entity has all liabilities of each merging business 36entity;entity. 37(4) A proceeding pending by or against any merging business entity may be 38continued as if the merger did not occur, or the surviving business entity may 39@@ -91,13 +95,13 @@merger;merger. 44(6) The interests in each merging business entity that are to be converted into 45interests, obligations, or securities of the surviving business entity or into the 46-right to receive cash or other property are thereupon so converted, and the 47+right to receive cash or other property are thereupon so converted, and the 47former holders of the interests are entitled only to the rights provided to them 48in the plan of merger or, in the case of former holders of shares in a domestic 49business corporation, any rights they may have under Article 13 of Chapter 5055 of the General Statutes; andStatutes. 51General Assembly Of North Carolina Session 2025-Senate Bill 489-First Edition Page 3+DRS15220-MVf-22 Page 3… 1(e1) If the surviving business entity is not a domestic limited liability company, a domestic 2business corporation, a domestic nonprofit corporation, or a domestic limited partnership, when 3@@ -118,11 +122,11 @@State, or with any clerk authorized by the Secretary of State to accept service 18of process, duplicate copies of such the process and the fee required by 19G.S. 55A-1-22(b). Upon receipt of service of process on behalf of a surviving 20-business entity in the manner provided for in this section, the Secretary o f 21+business entity in the manner provided for in this section, the Secretary of 21State shall immediately mail a copy of the process by registered or certified 22mail, return receipt requested, to the surviving business entity. If the surviving 23business entity is authorized to transact business or conduct affairs in this 24-State, the addr ess for mailing shall be its principal office designated in the 25+State, the address for mailing shall be its principal office designated in the 25latest document filed with the Secretary of State that is authorized by law to 26designate the principal office or, if there is no principal office on file, its 27registered office. If the surviving business entity is not authorized to transact 28@@ -143,18 +147,18 @@a majority of the votes entitled to be cast on the proposed transaction, 43whichever is less; andless. 44(3) In writing by any person or persons whose approval is required by a provision 45-of the articles of incorporation authorized by G.S. 55A-10-30 for an 46+of the articles of incorporation authorized by G.S. 55A-10-30 for an 46amendment to the articles of incorporation or bylaws. 47(c) If the corporation does not have members entitled to vote thereon, the transaction 48-shall be approved by a vote of a majorit y of the directors then in office. The corporation shall 49+shall be approved by a vote of a majority of the directors then in office. The corporation shall 49provide at least five days' written notice of any directors' meeting at which such the approval will 50be considered. The notice shall state that the purpose, or one of the purposes, of the meeting is to 51General Assembly Of North Carolina Session 2025-Page 4 Senate Bill 489-First Edition+Page 4 DRS15220-MVf-22consider the sale, lease, exchange, or other disposition of all, or substantially all, of the property 1or assets of the corporation and contain or be accompanied by a description of the transaction. 2… 3-(h) After a sale, lease, exchange, or other disposit ion of property is authorized, the 4+(h) After a sale, lease, exchange, or other disposition of property is authorized, the 4transaction may be abandoned (subject abandoned, subject to any contractual rights), rights, 5without further action by the members or any other person who approved the transaction, in 6accordance with the procedure set forth in the resolution proposing the transaction or, if none is 7@@ -198,12 +202,12 @@and submitted to the Secretary of State within 30 days after the notice, the report shall be deemed 45to be timely submitted. 46(e) Amendments to any previously filed annual report may be submitted for filing to the 47-Secretary of Sta te at any time for the purpose of correcting, updating, or augmenting the 48+Secretary of State at any time for the purpose of correcting, updating, or augmenting the 48information contained in the annual report. 49General Assembly Of North Carolina Session 2025-Senate Bill 489-First Edition Page 5+DRS15220-MVf-22 Page 5(f) If the Secretary of State does not receive an annual report within 60 days after the 1-date the report is due, the Secretary of State ma y presume that the annual report is delinquent. 2+date the report is due, the Secretary of State may presume that the annual report is delinquent. 2This presumption may be rebutted by evidence of submission presented by the filing corporation. 3(g) The Secretary of State may provide by email any notice or form required under this 4section if the submitting domestic or foreign corporation to be notified has consented to receiving 5@@ -215,11 +219,11 @@required by this section if all of the following have occurred: 11(1) The corporation is a charitable organization or sponsor that is licensed under 12Article 2 of Chapter 131F of the General Statutes. 13-(2) The corporation applies for the license electronically in a form prescribed by 14+(2) The corporation applies for the license electronically in a form prescribed by 14the Secretary and provides additional information in that application that is 15required for the annual report in this section. 16(3) The corporation is licensed on the annual report due date." 17-SECTION 2.(b) G.S. 55A-1-22, as amended by Section 3.2(a) of this act, reads as 18+SECTION 2.(b) G.S. 55A-1-22, as amended by Section 3.2(a) of this act, reads as 18rewritten: 19"§ 55A-1-22. Filing, service, and copying fees. 20(a) The Secretary of State shall collect the following fees when the documents described 21@@ -230,7 +234,7 @@…." 26SECTION 2.(c) G.S. 55A-14-20 reads as rewritten: 27"§ 55A-14-20. Grounds for administrative dissolution. 28-The Secretary of State may commence a proceeding under G.S. 55A-14-21 to dissolve 29+The Secretary of State may commence a proceeding under G.S. 55A-14-21 to dissolve 29administratively a corporation if:if any of the following occurs: 30(1) The corporation does not pay within 60 days after they are due any penalties, 31fees, or other payments due under this Chapter;Chapter. 32@@ -241,9 +245,9 @@(4) The corporation does not notify the Secretary of State within 60 days that its 37registered agent or registered office has been changed, that its registered agent 38has resigned, or that its registered office has been discontinued;discontinued. 39-(5) The corporation's period of duration stated in its articles of incorporation 40+(5) The corporation 's period of duration stated in its articles of incorporation 40expires;expires. 41-(6) The corporation knowingly fails or refuses to answer tru thfully and fully 42+(6) The corporation knowingly fails or refuses to answer truthfully and fully 42within the time prescribed in this Chapter interrogatories propounded by the 43Secretary of State in accordance with the provisions of this Chapter; 44orChapter. 45@@ -253,8 +257,8 @@SECTION 2.(d) G.S. 55A-14-22 reads as rewritten: 49"§ 55A-14-22. Reinstatement following administrative dissolution. 50General Assembly Of North Carolina Session 2025-Page 6 Senate Bill 489-First Edition-(a) A corporation a dministratively dissolved under G.S. 55A-14-21 may apply to the 1+Page 6 DRS15220-MVf-22+(a) A corporation administratively dissolved under G.S. 55A-14-21 may apply to the 1Secretary of State for reinstatement. The application shall:shall do all of the following: 2(1) Recite the name of the corporation and the effective date of its administrative 3dissolution; anddissolution. 4@@ -272,12 +276,12 @@the certificate of dissolution and dissolution, prepare a certificate of reinstatement that recites the 16Secretary of State's determination and the effective date of reinstatement, file the original of the 17certificate, certificate of reinstatement, and mail a copy of it to the corporation. 18-(c) When the r einstatement is effective, it relates back to and takes effect as of the 19+(c) When the reinstatement is effective, it relates back to and takes effect as of the 19effective date of the administrative dissolution and the corporation resumes carrying on its 20activities as if the administrative dissolution had never occurred, subject to the rights of any 21person who reasonably relied to his the person's prejudice upon the certificate of dissolution." 22SECTION 2.(e) Until January 1, 2029, the Secretary of State may waive the fee 23-payable under G.S. 55A-1-22(a)(17) by a corporation seeking reinstatement following 24+payable under G.S. 55A-1-22(a)(17) by a corporation seeking reinstatement following 24administrative dissolution for delinquent filing pursuant to G.S. 55A-14-20(2a). 25SECTION 2.(f) This section becomes effective January 1, 2027, and applies to 26annual reports due on or after that date. 27@@ -293,7 +297,7 @@continues in existence after a domestication. 37(2) Domesticating corporation. – The domestic nonprofit corporation that 38approves a plan of domestication pursuant to G.S. 55A-11B-04 or the foreign 39-corporation that approves a domestication p ursuant to the law of the 40+corporation that approves a domestication pursuant to the law of the 40jurisdiction of the foreign corporation. 41(3) Domestication. – A transaction pursuant to this Article. 42(4) Interest holder liability. – Any of the following: 43@@ -302,11 +306,11 @@1. Solely by reason of the status of the person as an interest 46holder. 472. By a provision of the articles of incorporatio n or bylaws that 48-make one or more specified interest holders or cate gories of 49+make one or more specified interest holders or categories of 49interest holders liable in their capacity as interest holders for 50all or specified liabilities of the entity. 51General Assembly Of North Carolina Session 2025-Senate Bill 489-First Edition Page 7+DRS15220-MVf-22 Page 7b. An obligation of an interest holder under the bylaws to contribute to 1the domestic or foreign nonprofit corporation. 2(5) Law of the jurisdiction. – The law of the jurisdiction governing the 3@@ -315,7 +319,7 @@(a) By complying with the provisions of this Article applicable to foreign nonprofit 6corporations, a foreign nonprofit corporation may become a domestic nonprofit corporation, if 7the domestication is permitted by the law of the jurisdiction of the foreign corporation. 8-(b) By complying with the provisions of this Article, a domestic nonprofit corporation 9+(b) By complying with the provisions of this Article, a domestic nonprofit corporation 9may become a foreign nonprofit corporation pursuant to a plan of domestication, if the 10domestication is permitted by the law of the jurisdiction of the foreign corporation. 11(c) A charitable or religious corporation may only become a foreign nonprofit 12@@ -341,7 +345,7 @@domestication may contain any other provision not prohibited by law. 32(c) The terms of a plan of domestication , other than the terms described in subdivisions 33(1), (2), and (4) of subsection (a) of this section, may be made dependent upon facts objectively 34-ascertainable outside the plan if the p lan sets forth the manner in which the facts will operate 35+ascertainable outside the plan if the plan sets forth the manner in which the facts will operate 35upon the terms of the plan. The facts may include any of the following: 36(1) Statistical or market indices, market prices of any security or group of 37securities, interest rates, currency exchange rates, or similar economic or 38@@ -358,7 +362,7 @@members or (ii) the effectiveness of the plan of domestication. If the 49domesticating corporation does not have any members entitled to vote on the 50General Assembly Of North Carolina Session 2025-Page 8 Senate Bill 489-First Edition+Page 8 DRS15220-MVf-22domestication, a plan of domestication is adopted by the corporation when it 1has been adopted by the board of directors pursuant to this subdivision. 2(2) Except as provided in subdivision (1) of this subsection, the plan of 3@@ -367,11 +371,11 @@recommend that the members approve the plan, unless the board of directors 6makes a determination that because of conflicts of interest or other special 7circumstances it should not make the recommendation, in which case the 8-board shall inform the members o f the basis for not making the 9+board shall inform the members of the basis for not making the 9recommendation. 10(3) If the plan of domestication is required to be approved by the members, and if 11the approval is to be given at a meeting, the corporation shall notify each 12-member entitled to vote of the meeting of the memb ers at which the plan of 13+member entitled to vote of the meeting of the members at which the plan of 13domestication is to be submitted for approval. The notice shall (i) state that 14the purpose, or one of the purposes, of the meeting is to consider the plan of 15domestication and (ii) contain or be accompanied by a copy or summary of 16@@ -400,7 +404,7 @@b. If the voting group is entitled under the articles of incorporation or 39bylaws to vote as a group to approve a plan of domestication. 40(6) The articles of incorporation or bylaws may expressly limit or eliminate the 41-separate vo ting rights provided in sub-sub-subdivision (5)a. 1. of this 42+separate voting rights provided in sub-sub-subdivision (5)a. 1. of this 42subsection as to any class of members, except when the plan includes what 43would be in effect an amendment subject to sub-sub-subdivision (5)a.2. of this 44subsection. 45@@ -411,7 +415,7 @@become subject to the new interest holder liability. This subdivision does not 50apply in the case of a member that already has interest holder liability with 51General Assembly Of North Carolina Session 2025-Senate Bill 489-First Edition Page 9+DRS15220-MVf-22 Page 9respect to the domesticating corporation, if the terms and conditions of the 1new interest holder liability with respect to the domesticated corporation are 2substantially identical to those of the existing interest holder liability , other 3@@ -419,7 +423,7 @@(8) In addition to the adoption and approval of the plan of domestication by the 5board of directors and members as required by this section, the plan of 6domestication shall also be approved in a record by any person or group of 7-persons whose approval is re quired under G.S. 55A-10-30 to amend the 8+persons whose approval is required under G.S. 55A-10-30 to amend the 8articles or bylaws. 9(b) The plan of domestication of a charitable or religious corporation is subject to the 10approval requirements described in G.S. 55A-11B-02(c). 11@@ -434,11 +438,11 @@vote on or consent to approval of the plan is entitled to vote on or consent to 20any amendment of the plan that will change any of the following: 21a. The amount or kind of memberships, securities, obligations, money 22-rights to acquire membersh ips, securities, money, other property, or 23+rights to acquire memberships, securities, money, other property, or 23any combination thereof to be received by any of the members of the 24domesticating corporation under the plan. 25b. The articles of incorporation or bylaws of the domesticated 26-corporation that will be in effect immed iately after the domestication 27+corporation that will be in effect immediately after the domestication 27becomes effective, except for changes that do not require approval of 28the members of the domesticated corporation under the law of the 29jurisdiction of the domesticated corporation or its proposed articles of 30@@ -464,7 +468,7 @@this section. 50"§ 55A-11B-06. Articles of domestication; effective date. 51General Assembly Of North Carolina Session 2025-Page 10 Senate Bill 489-First Edition+Page 10 DRS15220-MVf-22(a) Articles of domestication shall be signed by the domesticating corporation and 1delivered to the Secretary of State for filing. 2(b) The articles of domestication shall contain all of the following: 3@@ -478,7 +482,7 @@(4) If the domesticated corporation is a domestic nonprofit corporation, its articles 11of incorporation, as an attachment, except that provisions that would not be 12required to be included in restated articles of incorporation may be omitted 13-from the articles of the domesticated corporation and the articles do not ne ed 14+from the articles of the domesticated corporation and the articles do not need 14to be signed. 15(c) In addition to the requirements of subsection (b) of this section, articles of 16domestication may contain any other provision not prohibited by law. 17@@ -497,8 +501,8 @@(2) All debts, obligations, and other liabilities of the domesticating corporation 30remain the debts, obligations, and other liabilities of the domesticated 31corporation. 32-(3) The name of the domesticated corporation may be, but is not required to be, 33-substituted for the name of the domesticating corporation in any pending 34+(3) The name of the domesticated corporation may be, but is not required to be, 33+substituted for the name of the domesticating corporation in any pending 34proceeding. 35(4) The articles of incorporation and bylaws of the domesticated corporation 36become effective. 37@@ -517,8 +521,8 @@(b) Except as otherwise provided under the law of the jurisdiction or the articles of 50incorporation or bylaws of a foreign nonprofit corporation that is the domesticating corporation, 51General Assembly Of North Carolina Session 2025-Senate Bill 489-First Edition Page 11-the interest holder liability o f a member in a foreign corporation that is domesticated into this 1+DRS15220-MVf-22 Page 11+the interest holder liability of a member in a foreign corporation that is domesticated into this 1State who had interest holder liability in respect of the domesticating corporation before the 2domestication becomes effective shall be as follows: 3(1) The domestication does not discharge that prior interest holder liability with 4@@ -555,7 +559,7 @@"§ 55A-1-60. Judicial relief. 35(a) If for any reason it is impracticable for any corporation to call or conduct a meeting 36of its members, delegates, or directors, or otherwise obtain their consent, in the manner prescribed 37-by its articles of incorporation, bylaws, or this Chapter, then upon petition of a director, officer, 38+by its articles of incorporation, bylaws, or this Chapter, then upon petition of a director, officer, 38delegate, member, or the Attorney General, the superior court may order that such a meeting be 39held or that a written ballot or other method be used for obtaining the vote of members, delegates, 40or directors, in such a manner as the court finds fair and equitable under the circumstances. 41@@ -570,10 +574,10 @@SECTION 3.2.(c) G.S. 55A-8-25 reads as rewritten: 50"§ 55A-8-25. Committees of the board. 51General Assembly Of North Carolina Session 2025-Page 12 Senate Bill 489-First Edition+Page 12 DRS15220-MVf-22… 1(d) To the extent specified by the board of directors or in the articles of incorporation or 2-bylaws, each committee of the board may exercise the board's authority under 3+bylaws, each committee of the board may exercise the board 's authority under 3G.S. 55A-8-01.G.S. 55A-8-01, except that a 4(e) A committee of the board shall not, however:not exercise authority to do any of the 5following: 6@@ -588,7 +592,7 @@SECTION 3.3.(a) Sections 3.1 and 3.2 of this Part become effective October 1, 2025. 15Except as otherwise provided, this Part is effective when it becomes law. 16SECTION 3.3.(b) If a protected agreement of a domestic domesticating nonprofit 17-corporation in effect immediately before the domestication becomes effective contains a 18+corporation in effect immediately before the domestication becomes effective contains a 18provision applying to a merger of the corporation and the agreement does not refer to a 19domestication of the corporation, the provision applies to a domestication of the corporation as 20if the domestication were a merger until the provision is first amended after October 1, 2025. 21@@ -608,7 +612,7 @@(a) Except where otherwise determined by a court of competent jurisdiction, a 35corporation that is a private foundation as defined in section 509(a) of the Internal Revenue Code 36of 1986:1986 shall comply with all of the following: 37-(1) Shall distribute such amou nts for each taxable year at such the time and in 38+(1) Shall distribute such amounts for each taxable year at such the time and in 38such the manner required so as not to subject the corporation to tax under 39section 4942 of the Code. 40(2) Shall not engage in any act of self-dealing as defined in section 4941(d) of the 41@@ -623,7 +627,7 @@Revenue Code of 1986 as amended from time to time, or to corresponding provisions of 50subsequent internal revenue laws of the United States. 51General Assembly Of North Carolina Session 2025-Senate Bill 489-First Edition Page 13+DRS15220-MVf-22 Page 13(b) A board of directors of a private foundation shall consist of one or more natural 1persons, with the number specified in or fixed in accordance with the articles of incorporation or 2bylaws." 3@@ -634,7 +638,7 @@articles of incorporation or bylaws. 8(b) The number of directors may be increased or decreased from time to time by 9amendment to or in the manner prescribed in the articles of incorporation or bylaws. 10-(c) The articles of incorporation or bylaws may establish a variable range for the s ize of 11+(c) The articles of incorporation or bylaws may establish a variable range for the size of 11the board of directors by fixing a minimum number not inconsistent with this Chapter and 12maximum number of directors. If a variable range is established, the number of directors may be 13fixed or changed from time to time, within the minimum and maximum, by the members entitled 14@@ -660,7 +664,7 @@(b) Unless the articles of incorporation or bylaws provide otherwise, if a vacant office 34was held by an appointed director, only the person who appointed the director may fill the 35vacancy. 36-(c) If a vacant office was held by a designated director, the vacancy shall be filled only 37+(c) If a vacant office was held by a designated director, the vacancy shall be filled only 37as provided in the articles of incorporation or bylaws. 38(d) A vacancy that will occur at a specific later date (by date, by reason of a resignation 39effective at a later date under G.S. 55A-8-07(b) or otherwise) otherwise, may be filled before the 40@@ -670,12 +674,12 @@SECTION 4.(d) This section becomes effective October 1, 2025, and applies to 44corporations organized on or after that date. 4546-PART V. MODIFY THE R EQUIREMENT FOR ESTAB LISHING COMMITTEES O F 47+PART V. MODIFY THE REQUIREMENT FOR ESTABLISHING COMMITTEES OF 47THE BOARD OF DIRECTORS 48SECTION 5.(a) G.S. 55A-8-25 reads as rewritten: 49"§ 55A-8-25. Committees of the board. 50General Assembly Of North Carolina Session 2025-Page 14 Senate Bill 489-First Edition+Page 14 DRS15220-MVf-22(a) Unless the articles of incorporation or bylaws provide otherwise, a board of directors 1may create one or more committees of the board and appoint members of the board to serve on 2them. Each committee shall have two or more members, who serve at the pleasure of the board. 3@@ -685,7 +689,7 @@(1) A majority of all the directors in office when the action is taken; ortaken. 7(2) The number of directors required by the articles of incorporation or bylaws to 8take action under G.S. 55A-8-24. 9-(c) G.S. 55A-8-20 through G.S. 55A-8-24, which govern meetings, action withou t 10+(c) G.S. 55A-8-20 through G.S. 55A-8-24, which govern meetings, action without 10meetings, notice and waiver of notice, and quorum and voting requirements of the board, apply 11to committees of the board and their members as well. 12(d) To the extent specified by the board of directors or in the articles of incorporation or 13@@ -711,10 +715,10 @@including a professional corporation as defined in G.S. 55B-2, a foreign business corporation , 33including a foreign professional corporation as defined in G.S. 55B-16, a domestic or foreign 34nonprofit corporation, a domestic or foreign limited liability company, a domestic or foreign 35-limited partnership, a regist ered limited liability partnership or foreign limited liability 36+limited partnership, a registered limited liability partnership or foreign limited liability 36partnership as defined in G.S. 59-32, or any other partnership as defined in G.S. 59-36 whether 37or not formed under the laws of this State. 38-(b) A business entity, other than a domestic nonprof it corporation, may convert to a 39+(b) A business entity, other than a domestic nonprofit corporation, may convert to a 39domestic nonprofit corporation if both of the following apply: 40(1) The conversion is permitted by the laws of the state or country governing the 41organization and internal affairs of the converting business entity. 42@@ -727,8 +731,8 @@(1) The name of the converting business entity, its type of business entity, and the 49state or country whose laws govern its organization and internal affairs. 50General Assembly Of North Carolina Session 2025-Senate Bill 489-First Edition Page 15-(2) The name of the resulting domestic nonpro fit corporation into which the 1+DRS15220-MVf-22 Page 15+(2) The name of the resulting domestic nonprofit corporation into which the 1converting business entity will convert. 2(3) The terms and conditions of the conversion. 3(4) The manner and basis for converting the interests in the converting business 4@@ -738,7 +742,7 @@(b) The plan of conversion may contain any other provisions not prohibited by law. 8(c) The provisions of the plan of conversion, other than the provisions required by 9subdivisions (1) and (2) of subsection (a) of this section, may be made dependent on facts 10-objectively ascertainable outside the plan of conversion if the plan of conversion sets f orth the 11+objectively ascertainable outside the plan of conversion if the plan of conversion sets forth the 11manner in which the facts will operate upon the affected provisions. 12(d) The plan of conversion shall be approved in accordance with the laws of the state o r 13country governing the organization and internal affairs of the converting business entity. 14@@ -758,7 +762,7 @@state or country whose laws govern its organization and internal affairs. 28(3) That a plan of conversion has been approved by the converting business entity 29as required by law. 30-(b) If the plan of conversion is aband oned after the articles of incorporation have been 31+(b) If the plan of conversion is abandoned after the articles of incorporation have been 31filed with the Secretary of State but before the articles of incorporation become effective, the 32converting business entity shall deliver to the Secretary of State for filing prior to the time the 33articles of incorporation become effective an amendment to the articles of incorporation 34@@ -767,7 +771,7 @@(d) Certificates of conversion shall also be registered as provided in G.S. 47-18.1. 37"§ 55A-11A-04. Effects of conversion. 38When the conversion takes effect, all of the following apply: 39-(1) The converting business entity ceases its prior form of organization a nd 40+(1) The converting business entity ceases its prior form of organization and 40continues in existence as the resulting domestic nonprofit corporation. 41(2) The title to all real estate and other property owned by the converting business 42entity continues vested in the resulting domestic nonprofit corporation without 43@@ -779,7 +783,7 @@continue as debts, obligations, and other liabilities of the resulting domestic 49nonprofit corporation. 50General Assembly Of North Carolina Session 2025-Page 16 Senate Bill 489-First Edition+Page 16 DRS15220-MVf-22(5) A proceeding pending by or against the converting business entity may b e 1continued as if the conversion did not occur. The name of the resulting 2domestic nonprofit corporation may be substituted for the name of the 3@@ -824,7 +828,7 @@b. If the approval is to be given at a meeting, the charitable or religious 42corporation shall notify each member entitled to vote of the meeting 43of members at which the plan of conversion will be submitted for 44-approval. The notic e shall state that the purpose, or one of the 45+approval. The notice shall state that the purpose, or one of the 45purposes, of the meeting is to consider the plan of conversion and shall 46contain or be accompanied by a copy or summary of the plan. 47c. Unless the articles of incorporation, the bylaws, or the board of 48@@ -832,8 +836,8 @@vote or quorum, approval of the plan of conversion requires (i) the 50approval of the members , consisting of the majority of the votes 51General Assembly Of North Carolina Session 2025-Senate Bill 489-First Edition Page 17-entitled to be cast on the plan, at a meeting at which a q uorum exists 1+DRS15220-MVf-22 Page 17+entitled to be cast on the plan, at a meeting at which a quorum exists 1and (ii) the approval of each separate voting group , consisting of a 2majority of the votes entitled to be cast on the plan by that voting 3group, at a meeting at which a quorum of the voting group is present. 4@@ -849,12 +853,12 @@SECTION 6.(c) This section becomes effective October 1, 2025, and applies to plans 14of conversion approved on or after that date. 1516-PART VII. ALIGN STAT E AND FEDERAL DISCLOS URE REQUIREMENTS FOR 17+PART VII. ALIGN STATE AND FEDERAL DISCLOSURE REQUIREMENTS FOR 17CHARITABLE ORGANIZATIONS 18SECTION 7. G.S. 131F-9 reads as rewritten: 19"§ 131F-9. Disclosure requirements of charitable organizations and sponsors. 20… 21-(b) Disclosures. – A charitable organization or sponsor soliciting in this State shall 22+(b) Disclosures. – A charitable organization or sponsor soliciting in this State shall 22include all of the following disclosures at the point of solicitation: 23… 24(4) Upon request, the amount of the contribution which that may be deducted as 25
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