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lwpat, Attorney
Category: Business Law
Satisfied Customers: 25386
Experience:  Attorney with over 35 years of business experience.
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I am the originator of a non-profit corporation in North Carolina.

Customer Question

I am the originator of a non-profit corporation in North Carolina. Is it possible for me to step aside and one or more other people be named on the corporation?
Submitted: 7 years ago.
Category: Business Law
Expert:  lwpat replied 7 years ago.

§ 55A-6-20. Designations, qualifications, rights, and obligations of members.

If a corporation has members, the designations, qualifications, rights, and obligations of members shall be set forth in or authorized by the articles of incorporation or bylaws, and may include any provisions not inconsistent with law or the articles of incorporation with respect to:

(1) Conditions of admission and membership;

(2) Voting rights and the manner of exercising voting rights;

(3) The relative rights and obligations of members among themselves, to the corporation, and with respect to the property of the corporation;

(4) The manner of terminating membership in the corporation;

(5) The rights and obligations of the members and the corporation upon such termination;

(6) The transferability or nontransferability of memberships; and

(7) Any other matters.

Except as otherwise provided in or authorized by the articles of incorporation or bylaws, all members shall have the same designations, qualifications, rights, and obligations.

Therefore if allowed in the articles of incorporation or the bylaws you can transfer your membership to another party or parties. You would need to notify the Secretary of State. However, if there are assets I would advise that you dissolve this corporation and transfer the assests to a new nonprofit corporation and then you are completely out of it.
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Customer: replied 7 years ago.
There are no members in this corporation. I am the 'owner' and there is a board of directors. Only the board of directors vote. Does this information help?
Expert:  lwpat replied 7 years ago.
You are actually the incorporator. Here is the full statute

Since there are no members, you do not actually own the corporation since there are no shares. The corporation is governed by the board of directors. You can step aside and simply notify the Secretary of State of a new registered agent and that you are no longer associated with the corporation.
Customer: replied 7 years ago.
It is one and a half weeks later. I've had time to do more follow up to my question and your answers. I'm impressed with the accuracy of your response and the way you helped move me into the next steps. I have contacted the North Carolina Secretary of State. The solution is as easy as filling out an amendment form.

Because of your help, I will continue to ask questions of Just This is a great website!!
Expert:  lwpat replied 7 years ago.
You're welcome. Please ask for me the next time. Just put "for lwpat" in the subject line.

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