Title 10 — Corporations and Associations

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…

A. A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation or to delete a provision that is not required in the articles of incorporation. Whether a provision is required or perm…

Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's articles of incorporation without shareholder action to either: 1. Extend the duration of the corporation if it was incorporated at a t…

A. The following apply to amendments to the articles of incorporation: 1. A corporation's board of directors may propose one or more amendments to the articles of incorporation for submission to the shareholders. 2. For the amendment to be adopted both: (a) The board of directors…

A. The holders of the outstanding shares of a class are entitled to vote as a separate voting group, if shareholder voting is otherwise required by chapters 1 through 17 of this title, on a proposed amendment if the amendment would either: 1. Increase or decrease the aggregate nu…

If a corporation has not yet issued shares, an amendment to the articles of incorporation may be adopted by a majority of the members of the board of directors, unless the articles of incorporation require adoption by a greater number of the members of the board of directors.

A. A corporation amending its articles of incorporation shall deliver to the commission for filing articles of amendment setting forth: 1. The name of the corporation. 2. The text of each amendment adopted. 3. If an amendment provides for an exchange, reclassification or cancella…

A. A corporation's board of directors may restate its articles of incorporation at any time with or without shareholder action. B. The restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring shareholder approval, it shall…

A. A corporation's articles of incorporation may be amended pursuant to this section without action by the board of directors or shareholders to carry out a plan of reorganization confirmed by an order or decree of a court of competent jurisdiction under a federal statute or a st…

An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party or the existing rights of persons other than shareholders of the corporation. An amendment changing a corp…

A. A corporation's board of directors may amend or repeal the corporation's bylaws unless either: 1. The articles of incorporation or chapters 1 through 17 of this title reserve this power exclusively to the shareholders in whole or part. 2. The shareholders in amending or repeal…

A. If authorized by the articles of incorporation, the shareholders may adopt or amend a bylaw that fixes a greater quorum or voting requirement for shareholders, or voting groups of shareholders, than is required by chapters 1 through 17 of this title. The adoption or amendment …

A. A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed as follows: 1. If originally adopted by the shareholders, only by the shareholders. 2. If originally adopted by the board of directors, either by the shareholders or…

A. In this article, unless the context otherwise requires: 1. "Plan" means a plan of merger, interest exchange, conversion, domestication or division. 2. "Transaction" means a merger, an interest exchange, a conversion, a domestication or a division. B. Except for terms defined i…

A. If the board of directors of a domestic corporation adopts a plan and, if required by section 10-1103, the shareholders approve a plan, the domestic corporation may be a party to or otherwise undertake a transaction by adopting a plan and complying with this article and the fo…

A. Except as provided in subsection G of this section, after adopting a plan, the board of directors of a domestic corporation that is a party to or that is otherwise undertaking the transaction and, in the case of a domestic corporation whose shares will be acquired in an intere…

A. A parent entity owning at least ninety per cent of the outstanding shares of each class of a subsidiary domestic corporation may merge the subsidiary into itself, cause the conversion, domestication or division of the subsidiary or cause the shares of the subsidiary to be acqu…

Within sixty days after the commission approves the filing of a statement of merger or statement of interest exchange, either of the following must occur: 1. A copy of the statement of merger or statement of interest exchange shall be published. An affidavit evidencing the public…

A. On the terms and conditions and for the consideration determined by the board of directors, a corporation may: 1. Sell, lease, exchange or otherwise dispose of all or substantially all of its property in the usual and regular course of business. 2. Mortgage, pledge, dedicate t…

A. On the terms and conditions and for the consideration determined by the corporation's board of directors, a corporation may sell, lease, exchange or otherwise dispose of all or substantially all of its property, with or without the goodwill, other than in the usual and regular…

In this article, unless the context otherwise requires: 1. "Beneficial shareholder" means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder. 2. "Corporation" means the issuer of the shares held by a dissenter before th…

A. A shareholder of a domestic corporation is entitled to dissent from and obtain payment of the fair value of the shareholder's shares in the event of any of the following corporate actions: 1. Consummation of a plan of merger to which the corporation is a party if either: (a) S…

A. A record shareholder may assert dissenters' rights as to fewer than all of the shares registered in the record shareholder's name only if the record shareholder dissents with respect to all shares beneficially owned by any one person and notifies the corporation in writing of …

A. If proposed corporate action creating dissenters' rights under section 10-1302 is submitted to a vote at a shareholders' meeting, the meeting notice shall state that shareholders are or may be entitled to assert dissenters' rights under this article and shall be accompanied by…

A. If proposed corporate action creating dissenters' rights under section 10-1302 is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert dissenters' rights shall both: 1. Deliver to the corporation before the vote is taken written notice of the shar…

A. If proposed corporate action creating dissenters' rights under section 10-1302 is authorized at a shareholders' meeting, the corporation shall deliver a written dissenters' notice to all shareholders who satisfied the requirements of section 10-1321. B. The dissenters' notice …

A. A shareholder sent a dissenters' notice described in section 10-1322 shall demand payment, certify whether the shareholder acquired beneficial ownership of the shares before the date required to be set forth in the dissenters' notice pursuant to section 10-1322, subsection B, …

A. The corporation may restrict the transfer of uncertificated shares from the date the demand for their payment is received until the proposed corporate action is taken or the restrictions are released under section 10-1326. B. The person for whom dissenters' rights are asserted…

A. Except as provided in section 10-1327, as soon as the proposed corporate action is taken, or if such action is taken without a shareholder vote, on receipt of a payment demand, the corporation shall pay each dissenter who complied with section 10-1323 the amount the corporatio…

A. If the corporation does not take the proposed action within sixty days after the date set for demanding payment and depositing share certificates, the corporation shall return the deposited certificates and release the transfer restrictions imposed on uncertificated shares. B.…

A. A corporation may elect to withhold payment required by section 10-1325 from a dissenter unless the dissenter was the beneficial owner of the shares before the date set forth in the dissenters' notice as the date of the first announcement to news media or to shareholders of th…

A. A dissenter may notify the corporation in writing of the dissenter's own estimate of the fair value of the dissenter's shares and amount of interest due and either demand payment of the dissenter's estimate, less any payment under section 10-1325, or reject the corporation's o…

A. If a demand for payment under section 10-1328 remains unsettled, the corporation shall commence a proceeding within sixty days after receiving the payment demand and shall petition the court to determine the fair value of the shares and accrued interest. If the corporation doe…

A. The court in an appraisal proceeding commenced under section 10-1330 shall determine all costs of the proceeding, including the reasonable compensation and expenses of any master appointed by the court. The court shall assess the costs against the corporation, except that the …

A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the commission for filing the articles of dissolution. An incorporator or an initial director, whose signat…