Start Liquidating damages north carolina

Liquidating damages north carolina

(a) A document required or permitted by this Chapter to be filed by the Secretary of State must be filed under Chapter 55D of the General Statutes. (a) The Secretary of State may promulgate and furnish on request forms for: (1) An application for a certificate of existence; (2) A foreign corporation's application for a certificate of authority to conduct affairs in this State; (3) A foreign corporation's application for a certificate of withdrawal; (4) Designation of Principal Office Address; and (5) Corporation's Statement of Change of Principal Office. (c) Unless the articles of incorporation or bylaws provide otherwise, the presiding officer of the board, the president or twenty percent (20%) of the directors then in office may call and give notice of a meeting of the board. Except as provided by subsection (b) of this section, the waiver shall be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records. (a) Except as otherwise provided in: (i) this Chapter, (ii) the articles of incorporation, or (iii) the bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. 55A-8-24, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board, apply to committees of the board and their members as well. (e) A committee of the board shall not, however: (1) Authorize distributions; (2) Recommend to members or approve dissolution, merger or the sale, pledge, or transfer of all or substantially all of the corporation's assets; (3) Elect, appoint or remove directors, or fill vacancies on the board of directors or on any of its committees; or (4) Adopt, amend, or repeal the articles of incorporation or bylaws. If a majority of the directors who have no direct or indirect interest in the transaction vote to authorize, approve, or ratify the transaction, a quorum is present for the purpose of taking action under this section. (c) The secretary or any assistant secretary or any one or more other officers designated by the bylaws or the board of directors shall have the responsibility and authority to maintain and authenticate the records of the corporation. (a) An officer with discretionary authority shall discharge his duties under that authority: (1) In good faith; (2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (3) In a manner the officer reasonably believes to be in the best interests of the corporation. 59-36 whether or not formed under the laws of this State. (c) Each merging domestic nonprofit corporation and each other merging business entity shall approve a written plan of merger containing: (1) For each merging business entity, its name, type of business entity, and the state or country whose laws govern its organization and internal affairs; (2) The name of the merging business entity that shall survive the merger; (3) The terms and conditions of the merger; (4) The manner and basis for converting the interests in each merging business entity into interests, obligations, or securities of the surviving business entity or into cash or other property in whole or in part; and (5) If the surviving business entity is a domestic nonprofit corporation, any amendments to its articles of incorporation that are to be made in connection with the merger.

Embed from Getty Images You’re a general contractor on a large commercial construction project impacted by significant delays.

You place most of the blame for the delays on the project architect, who you contend issued a wrongful stop work order arising from the performance of one of your subcontractors and performed other construction administration services negligently.

Both you and the sub have incurred significant extended general conditions as a result of the work suspension, and you invite the sub to make a delay claim you intend to pass through as a component of your own claim to the owner, who, under the contract documents, is legally responsible for the acts of its architect.