NC S267

Allows corporations to include provisions in their articles of incorporation limiting or eliminating personal liability of corporate officers for monetary damages for breach of duty, similar to existing protections for directors, with exceptions for acts known to conflict with corporate interests, improper personal benefits, and claims brought by the corporation itself

Clarifies emergency bylaw provisions, permitting boards to adopt bylaws in advance that become effective during emergencies when a quorum cannot be assembled due to catastrophic events, and authorizes postponement of shareholder meetings or remote participation during emergencies

Authorizes corporations to adopt forum selection provisions in articles of incorporation or bylaws requiring internal corporate claims be brought exclusively in specified North Carolina courts, while prohibiting provisions that would bar claims from North Carolina courts entirely or require arbitration

Prohibits corporations from issuing share certificates or scrip certificates in bearer form, requiring all shares be issued in registered form identifying the owner

Revises derivative proceeding procedures by clarifying demand requirements, allowing courts to appoint independent panels to evaluate whether derivative suits should proceed, and specifying burden of proof rules based on board independence at the time of determination