§ 55A-11A-10.  Conversion.

(a) A charitable or religious corporation may convert to a domestic limited liability company if the converting charitable or religious corporation complies with the requirements of this Part and the requirements of G.S. 57D-9-20, 57D-9-21, and 57D-9-22.

(b) The plan of conversion of a charitable or religious corporation to a domestic limited liability company under G.S. 57D-9-21 shall comply with all of the following:

(1) If the converting charitable or religious corporation does not have any members entitled to vote on the conversion, the plan shall be approved by the board of directors of the converting charitable or religious corporation.

(2) If the charitable or religious corporation has members entitled to vote on the conversion, the plan shall first be approved by the board of directors and then by the members entitled to vote on the conversion in accordance with the following:

a. In submitting the plan of conversion to the members for approval, the board of directors shall recommend that the members approve the plan unless the directors make a determination that because of conflicts of interest or other special circumstances they should not make this recommendation, in which case the directors shall inform the members of the basis for so proceeding.

b. If the approval is to be given at a meeting, the charitable or religious corporation shall notify each member entitled to vote of the meeting of members at which the plan of conversion will be submitted for approval. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the plan of conversion and shall contain or be accompanied by a copy or summary of the plan.

c. Unless the articles of incorporation, the bylaws, or the board of directors of the charitable or religious corporation require a different vote or quorum, approval of the plan of conversion requires (i) the approval of the members, consisting of the majority of the votes entitled to be cast on the plan, at a meeting at which a quorum exists and (ii) the approval of each separate voting group, consisting of a majority of the votes entitled to be cast on the plan by that voting group, at a meeting at which a quorum of the voting group is present.

(3) If, as a result of the conversion, one or more members of the converting entity would become subject to new member liability, approval of the plan of conversion requires that each of those members sign a separate record consenting to become subject to the new member liability.

(4) In addition to the adoption and approval of the plan of conversion by the board of directors and members as required by this section, the plan of conversion shall also be approved by any person or group of persons whose approval is required under G.S. 55A-10-30 to amend the articles of incorporation or bylaws of the charitable or religious corporation.  (2016-114, s. 5; 2026-52, s. 6(b).)