Title 10 — Corporations and Associations

A. Notwithstanding section 10-732, each corporation shall have a board of directors. B. All corporate powers shall be exercised by or under the authority of and the business and affairs of the corporation shall be managed under the direction of its board of directors, subject to …

The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe.

A. A board of directors shall consist of one or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws. B. The articles of incorporation or bylaws may establish a variable range for the size of the board of directors by …

A. If the articles of incorporation authorize dividing the shares into classes or series, the articles may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes or series of shares. B. One or more classes or one or …

A. The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected. B. The terms of all other directors expire at the annual shareholders' meeting following their election except in the case of directors whose terms are…

The articles of incorporation may provide for staggering the directors' terms of office by dividing the total number of directors into two, three or, to the extent not inconsistent with cumulative voting rights, more groups, with each group having at least three directors and eac…

A. A director may resign at any time by delivering written notice to the board of directors, its chairman or the corporation. B. A resignation is effective when the notice is delivered unless the notice specifies a later effective date or event.

A. The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause. B. If a director is elected by a voting group of shareholders, only the shareholders of that voting group may part…

A. The court in the county where a corporation's known place of business or, if none in this state, its statutory agent is located may remove a director of the corporation from office in a proceeding commenced either by the corporation or by its shareholders holding at least ten …

A. Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors, either: 1. The shareholders may fill the vacancy. 2. The board of directors may fill the vacancy. 3. …

Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors.

A. The board of directors may hold regular or special meetings in or out of this state. B. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by or conduct the mee…

A. Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by chapters 1 through 17 of this title to be taken at a directors' meeting may be taken without a meeting if the action is taken by all of the directors. The action must be evidenced…

A. Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting. B. Unless the articles of incorporation or bylaws provide otherwise, special meetings of …

A. A director may waive any notice required by chapters 1 through 17 of this title, the articles of incorporation or the bylaws before or after the date and time stated in the notice. Except as provided by subsection B, the waiver shall be in writing, signed by the director entit…

A. Unless the articles of incorporation or bylaws require a different number, a quorum of board of directors consists of either: 1. A majority of the fixed number of directors if the corporation has a fixed board size. 2. A majority of the number of directors prescribed, or if no…

A. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may create one or more committees and may appoint members of the board of directors to serve on them. Each committee shall have one or more members, and each member of a committee shall se…

A. A director's duties, including duties as a member of a committee, shall be discharged: 1. In good faith. 2. With the care an ordinarily prudent person in a like position would exercise under similar circumstances. 3. In a manner the director reasonably believes to be in the be…

A director is not liable for any action taken as a director or any failure to take any action if the director's duties were performed in compliance with section 10-830. In any proceeding commenced under this chapter, a director has all of the defenses and presumptions ordinarily …

A. A director who votes for or assents to a distribution made in violation of section 10-640 or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating section 10-640 …

A. A corporation shall have the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws. B. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board of directors. C. The …

Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other of…

A. If an officer has discretionary authority with respect to any duties, an officer's duties shall be discharged under that authority: 1. In good faith. 2. With the care an ordinarily prudent person in a like position would exercise under similar circumstances. 3. In a manner the…

A. An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date or event. If a resignation is made effective at a later date or event and the corporation accep…

A. The appointment of an officer does not itself create contract rights. B. An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.

An officer is not liable for any action taken as an officer or any failure to take any action if the officer's duties were performed in compliance with section 10-842. In any proceeding commenced under this chapter, an officer has all of the defenses and presumptions ordinarily a…

A. Except as provided in subsection B of this section, a person may not bring an action or assert a claim against a corporation or its directors or officers with respect to either of the following: 1. The decision or failure of the corporation to pursue or create a nonmonetary pu…

In this article, unless the context otherwise requires: 1. "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased on consummation of the transaction. 2. "Director" means an in…

A. Except as provided in subsection D of this section and in section 10-854, a corporation may indemnify an individual made a party to a proceeding because either: 1. The individual is or was a director against liability incurred in the proceeding if all of the following conditio…

A. Unless limited by its articles of incorporation, a corporation shall indemnify a director who was the prevailing party, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director of the corporation a…

A. A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if both of the following conditions exist: 1. The director furnishes the corporation with a written affirmatio…

Unless a corporation's articles of incorporation provide otherwise, a director of the corporation who is a party to a proceeding may apply for indemnification or an advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction. On recei…

A. A corporation may not indemnify a director under section 10-851 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in…

A. A corporation may indemnify and advance expenses under this article to an officer of the corporation who is a party to a proceeding because the individual is or was an officer of the corporation as follows: 1. To the same extent as a director. 2. If the individual is an office…

A corporation may purchase and maintain insurance, including retrospectively rated and self-insured programs, on behalf of an individual who is or was a director or officer of the corporation or who, while a director or officer of the corporation, is or was serving at the request…

A. A provision that treats a corporation's indemnification of or advance for expenses to directors and that is contained in its articles of incorporation, its bylaws, a resolution of its shareholders or board of directors or a contract or otherwise is valid only if and to the ext…

In this article, unless the context otherwise requires: 1. "Conflicting interest" with respect to a corporation means the interest a director of the corporation has respecting a transaction effected or proposed to be effected by the corporation, by a subsidiary of the corporation…

A. A transaction that is effected or proposed to be effected by a corporation, or by a subsidiary of the corporation or any other entity in which the corporation has a controlling interest, and that is not a director's conflicting interest transaction shall not be enjoined, be se…

A. Directors' action respecting a transaction is effective for purposes of section 10-861, subsection B, paragraph 1 if the transaction received the affirmative vote of a majority, but at least two, of those qualified directors on the board of directors or on a duly empowered com…

A. Shareholders' action respecting a transaction is effective for purposes of section 10-861, subsection B, paragraph 2 if a majority of the votes entitled to be cast by the holders of all qualified shares was cast in favor of the transaction after all of the following: 1. Notice…