A BILL TO BE ENTITLED
AN ACT to provide north carolina corporations a limited opportunity to opt out of the north carolina shareholder protection act and the north carolina control share acquisition act and TO MAKE TECHNICAL AND CLARIFYING CHANGES TO THE REVENUE PROVISIONS IN THE CURRENT OPERATIONS AND CAPITAL IMPROVEMENTS APPROPRIATIONS ACT OF 2007.
The General Assembly of North Carolina enacts:
SECTION 1.  G.S. 55‑9‑05 reads as rewritten:
"§ 55‑9‑05.  Exemptions.
The provisions of G.S. 55‑9‑02 shall not be applicable to any corporation that shall be made the subject of a business combination by an other entity if one or more of the following conditions apply:
(1)	The corporation was not a public corporation (as defined in G.S. 55‑1‑40(18a)) at the time such other entity acquired in excess of ten percent (10%) of the voting shares.
(2)	On or before September 30, 1990 (or such earlier date as may be irrevocably established by resolution of the board of directors), the board of directors of a corporation to which G.S. 55‑9‑02 was not applicable on July 1, 1990, (other than a corporation described in G.S. 55‑9‑05(iii)) adopted a bylaw stating that the provisions of this Article shall not be applicable to the corporation. Neither the adoption nor failure to adopt a bylaw under this subdivision shall constitute grounds for any cause of action, at law or in equity, against the corporation or any of its directors.
(3)	In the case of a corporation to which G.S. 55‑9‑02 was not applicable on July 1, 1990, as the result of adoption by its board of directors under G.S. 55‑9‑05(ii) of a bylaw providing that G.S. 55‑9‑02 not apply to such corporation, the board of directors of such corporation shall not have rescinded such bylaw on or before September 30, 1990 (or such earlier date as may be irrevocably established by resolution of the board of directors). Neither the rescission nor failure to rescind a bylaw under this subdivision shall constitute grounds for any cause of action, at law or in equity, against the corporation or any of its directors.
(4)	In the case of a corporation (including its predecessors) which becomes a public corporation for the first time after July 1, 1990, such corporation adopts a bylaw within 90 days of becoming a public corporation stating that the provisions of this Article shall not be applicable to it. Neither the adoption nor failure to adopt a bylaw under this subdivision shall constitute grounds for any cause of action, at law or in equity, against the corporation or any of its directors.
(5)	In the case of a newly formed corporation after April 23, 1987, the initial articles of incorporation of the corporation shall provide that the provisions of this Article shall not be applicable.
(6)	The business combination was the subject of an existing agreement of the corporation on April 23, 1987.
(7)	On or after September 1, 2000, and on or before December 31, 2000, the board of directors of a corporation to which G.S. 55‑9‑02 was applicable on September 1, 2000, adopts a bylaw stating that the provisions of this Article shall not be applicable to the corporation. Neither the adoption nor failure to adopt a bylaw under this subdivision shall constitute grounds for any cause of action, at law or in equity, against the corporation or any of its directors.
(8)	On or after August 1, 2007, and on or before December 31, 2007, the board of directors of a corporation to which G.S. 55‑9‑02 was applicable on August 1, 2007, adopts a bylaw stating that the provisions of this Article shall not be applicable to the corporation. Neither the adoption nor failure to adopt a bylaw under this subdivision shall constitute grounds for any cause of action, at law or in equity, against the corporation or any of its directors."
SECTION 2.  G.S. 55‑9A‑09 reads as rewritten:
"§ 55‑9A‑09.  Exemptions.
The provisions of this Article shall not be applicable to a corporation that meets one or more of the conditions listed in this section:
(1)	On or before September 30, 1990, or such earlier date as may be irrevocably established by resolution of the board of directors, or at any time before the corporation becomes, or after it ceases to be, a covered corporation, the board of directors adopts a bylaw stating that the provisions of this Article shall not be applicable to the corporation. Neither adoption nor failure to adopt such a bylaw or provision shall constitute grounds for any cause of action against the corporation or any officer or director of the corporation.
(2)	In the case of a corporation formed after August 12, 1987, its initial articles of incorporation provide that this Article shall not be applicable to the corporation; or on or after September 1, 2000, and on or before December 31, 2000, the board of directors of a corporation to which the provisions of this Article were applicable on September 1, 2000, adopts a bylaw stating that the provisions of this Article shall not be applicable to the corporation. Neither adoption nor failure to adopt such a bylaw or provision shall constitute grounds for any cause of action against the corporation, or any officer or director of the corporation.
(3)	On or after August 1, 2007, and on or before December 31, 2007, the board of directors of a corporation to which the provisions of this Article were applicable on August 1, 2007, adopts a bylaw stating that the provision of this Article shall not be applicable to the corporation. Neither the adoption nor failure to adopt a bylaw under this subdivision shall constitute grounds for any cause of action against the corporation or any of its officers or directors."
SECTION 3.  Section 24.3(c) of S.L. 2007‑323 reads as rewritten:
"SECTION 24.3.(c)  This section is effective for taxable years beginning on or after January 1, 2008."
SECTION 4.(a)  G.S. 105‑522(a)(2), as enacted by Section 31.16.4(c) of S.L. 2007‑323, reads as rewritten:
"(2)	Hold harmless amount. – The sum of the following distributed to a municipality for the month:
a.	Fifty percent (50%) of the amount of sales and use tax revenue distributed under Article 40 of this Chapter, other than revenue from the sale of food that is subject to local tax but is exempt from State tax under G.S. 105‑164.13B.
b.	Twenty‑five percent (25%) of the amount of sales and use tax revenue distributed under Article 39 of this Chapter or under Chapter 1096 of the 1967 Session Laws, other than revenue from the sale of food that is subject to local tax but is exempt from State tax under G.S. 105‑164.13B.
c.	The amount determined by subtracting twenty‑five percent (25%) of the amount of sales and use tax revenue distributed under Article 39 of this Chapter or under Chapter 1096 of the 1967 Session Laws from fifty percent (50%) of the amount distributed under Article 40 of this Chapter. This calculation determines the effect of distributing a one‑quarter percent (.25%) tax on the basis of point of origin instead of on a per capita basis."
SECTION 4.(b)  G.S. 105‑523(a)(2), as enacted by Section 31.16.4(d) of S.L. 2007‑323, reads as rewritten:
"(2)	Repealed sales tax amount. – The sum of the following distributed to a county for the month:
a.	Fifty percent (50%) of the amount of sales and use tax revenue distributed under Article 40 of this Chapter, other than revenue from the sale of food that is subject to local tax but is exempt from State tax under G.S. 105‑164.13B.
b.	Twenty‑five percent (25%) of the amount of sales and use tax revenue distributed under Article 39 of this Chapter or under Chapter 1096 of the 1967 Session Laws, other than revenue from the sale of food that is subject to local tax but is exempt from State tax under G.S. 105‑164.13B.
c.	The amount determined by subtracting twenty‑five percent (25%) of the amount of sales and use tax revenue distributed under Article 39 of this Chapter or under Chapter 1096 of the 1967 Session Laws from fifty percent (50%) of the amount distributed under Article 40 of this Chapter. This calculation determines the effect of distributing a one‑quarter percent (.25%) tax on the basis of point of origin instead of on a per capita basis."
SECTION 4.(c)  This section becomes effective October 1, 2009, and applies to distributions for months beginning on or after that date.
SECTION 5.  G.S. 105‑538, as enacted by Section 31.17(b) of S.L. 2007‑323, reads as rewritten:
"§ 105‑538.  Administration of taxes.
Except as provided in this Article, the adoption, levy, collection, administration, and repeal of these additional taxes must be in accordance with Article 39 of this Chapter. G.S. 105‑468.1 is an administrative provision that applies to this Article. A tax levied under this Article does not apply to the sales price of food that is exempt from tax pursuant to G.S. 105‑164.13B. The Secretary shall not divide the amount allocated to a county between the county and the municipalities within the county. Notwithstanding the provisions of G.S. 105‑467(c), during the 2008 calendar year a tax levied under this Article may become effective on the first day of any calendar quarter so long as the county gives the Secretary at least 60 days' advance notice of the new tax levy."
SECTION 6.(a)  G.S. 105‑164.14(n), as enacted by Section 31.20(b) of S.L. 2007‑323, reads as rewritten:
"(n)	Analytical Services Supplies. – A taxpayer engaged in analytical services in this State is allowed a refund of sales and use tax paid by it in this State. The amount of the refund is the greater of the following:
(1)	Fifty percent (50%) of the eligible amount sales and use tax paid by it on tangible personal property that is consumed or transformed in analytical service activities. The eligible amount of sales and use tax paid by the taxpayer in this State is the amount by which sales and use taxes paid by the taxpayer in this State in the fiscal year exceed the amount paid by the taxpayer in this State in the 2006‑2007 State fiscal year.
(2)	Fifty percent (50%) of the amount of sales and use tax paid by it in the fiscal year on medical reagents and medical supplies.
A request for a refund must be in writing and must include any information and documentation that the Secretary requires. A request for a refund is due within six months after the end of the State's fiscal year. Refunds applied for after the due date are barred."
SECTION 6.(b)  This section becomes effective July 1, 2007, and applies to purchases made on or after that date.
SECTION 7.  G.S. 105‑129.95, as enacted by Section 31.23(a) of S.L. 2007‑323, reads as rewritten:
"§ 105‑129.95.  Definitions.
The following definitions apply in this Article:
(1)	Costs of construction. – The costs of acquiring and improving land, constructing buildings and other structures, equipping the facility, and constructing and equipping rail tracks to the railroad intermodal facility that are necessary to access and support facility operations. In the case of property owned or leased by the taxpayer, cost is determined pursuant to regulations adopted under section 1012 of the Code.
(2)	Eligible railroad intermodal facility. – A railroad intermodal facility whose costs of construction exceed thirty million dollars ($30,000,000).
(3)	Intermodal facility. – A facility where freight is transferred from one mode of transportation to another.
(4)	Railroad intermodal facility. – An intermodal facility whose primary purpose is to transfer freight between a railroad and another mode of transportation."
SECTION 8.  This act is effective when it becomes law.