Title 10 — Corporations and Associations

A stamp affixed to a copy of a document filed by the commission, bearing the signature of the executive director of the commission, which may be in facsimile, and the seal of the commission, is conclusive evidence that the original document is on file with the commission.

A. A person may apply to the commission to furnish a certificate of good standing for a domestic or foreign corporation. B. The certificate of good standing sets forth all of the following: 1. The domestic corporation's corporate name or the foreign corporation's corporate name u…

The commission has the power and authority reasonably necessary to enable it to administer this title efficiently and to perform the duties imposed on it by this title, including the power and authority to make rules and regulations for those purposes.

In chapters 24 through 40 of this title, unless the context otherwise requires: 1. "Acknowledged" or "acknowledgment" means either: (a) An acknowledgment made by the person or persons signing an instrument and taken by a notarial officer pursuant to title 41, chapter 2, article 1…

A. Notice under chapters 24 through 40 of this title must be in writing unless oral notice is reasonable under the circumstances. Oral notice is not permitted if written notice is required under chapters 24 through 40 of this title. B. Notice may be communicated in person, by tel…

A. Except if otherwise determined by a court of competent jurisdiction or to the extent no longer required by the internal revenue code of 1986, a corporation that is a private foundation as defined in section 509(a) of the internal revenue code of 1986 shall: 1. Distribute such …

A. If for any reason it is impractical or impossible for any corporation to call or conduct a meeting of its members, delegates or directors, or otherwise obtain their consent, in the manner prescribed by its articles of incorporation, bylaws, or chapters 24 through 40 of this ti…

If religious doctrine governing the affairs of a corporation organized primarily for religious purposes is inconsistent with the provisions of chapters 24 through 40 of this title on the same subject, the religious doctrine shall control to the extent required by the Constitution…

One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation and a certificate of disclosure to the commission for filing.

A. The articles of incorporation shall set forth: 1. A corporate name for the corporation that satisfies the requirements of section 10-3401. 2. A brief statement of the character of affairs that the corporation initially intends to conduct. This statement does not limit the affa…

A. Unless a delayed effective date is specified in the articles of incorporation, incorporation occurs and the corporate existence begins when the articles of incorporation and certificate of disclosure are delivered to the commission for filing. B. The commission's filing of the…

All persons purporting to act as or on behalf of a corporation with actual knowledge that no corporation exists under chapters 24 through 40 of this title are jointly and severally liable to the extent not precluded by section 12-2506 for all liabilities created while so acting.

After incorporation the board of directors shall hold an organizational meeting at the call of a majority of the directors to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting.

A. The board of directors of a corporation shall adopt initial bylaws for the corporation. B. The bylaws of a corporation may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with law or the articles of incorporation.

A. Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection D of this section. The emergency bylaws are subject to amendment or repeal by the members and may make al…

Subject to any limitations or requirements contained in its articles of incorporation or in any other applicable law, a corporation shall have the purpose of engaging in and may engage in any lawful activity including the practice of medicine as defined in section 32-1401 or the …

Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its affairs including power to: 1. Sue and be sued,…

A. In anticipation of or during an emergency as prescribed in subsection D of this section, the board of directors of a corporation may: 1. Modify lines of succession to accommodate the incapacity of any director, officer, employee or agent. 2. Relocate the principal office, desi…

A. Except as provided in subsection B of this section, the validity of corporate action shall not be challenged on the ground that the corporation lacks or lacked power to act. B. A corporation's power to act may be challenged by any of the following: 1. In a proceeding by member…

A. A corporate name shall not contain language that states or implies that the corporation is organized for a purpose other than the purpose allowed by section 10-3301 and in its articles of incorporation. B. Except as authorized by subsections C and D of this section, a corporat…

A. A person may reserve the exclusive use of a corporate name, including a fictitious name to be adopted by a foreign corporation under section 10-11506, by delivering an application to the commission for filing. The application shall be executed by the applicant or an authorized…

A. A foreign corporation may register its corporate name, or its corporate name with any change required by section 10-11506, if the name is distinguishable from the corporate names that are not available under section 10-3401, subsection B. B. A foreign corporation registers its…

Each corporation shall continuously maintain in this state both: 1. A known place of business that may be the address of its statutory agent. 2. A statutory agent who may be either: (a) An individual who resides in this state. (b) A domestic business or nonprofit corporation form…

A. A corporation may change its known place of business or statutory agent by delivering to the commission for filing a statement of change that may be the annual report and that sets forth: 1. The name of the corporation. 2. If the current known place of business is to be change…

A. A statutory agent may resign its agency appointment by signing and delivering to the commission for filing the signed original statement of resignation. The statement may include a statement that the known place of business is also discontinued. The statutory agent shall give …

A. The statutory agent appointed by a corporation is an agent of the corporation on whom process, notice or demand that is required or permitted by law to be served on the corporation may be served and that, when so served, is lawful personal service on the corporation. B. If a c…

A. The articles of incorporation or bylaws may establish criteria or procedures for admission of members and continuation of membership. B. No person shall be admitted as a member without that person's consent. Consent may be express or implied.

Except as provided in its articles of incorporation or bylaws, a corporation may admit members for no consideration or for such consideration as is determined by the board.

A corporation is not required to have members.

All members have the same rights and obligations with respect to voting, dissolution, redemption and transfer, unless the articles of incorporation or bylaws establish classes of membership with different rights or obligations or otherwise provide. All members have the same right…

A. Except as set forth in or authorized by the articles of incorporation or bylaws, no member of a corporation may transfer a membership or any right arising from that membership. B. If transfer rights are provided, no restriction on them is binding with respect to a member holdi…

A member of a corporation is not personally liable for the acts, debts, liabilities or obligations of the corporation.

A. A member may become liable to the corporation for dues, assessments and fees. A provision of the articles of incorporation, a provision of the bylaws or a resolution adopted by the board authorizing or imposing dues, assessments or fees does not, of itself, create liability fo…

A. No creditor of the corporation may bring a proceeding to reach the liability of a member to the corporation unless final judgment has been rendered in favor of the creditor against the corporation, and execution has been returned unsatisfied in whole or in part. B. All credito…

A. A member may resign at any time, except as set forth in or authorized by the articles of incorporation or bylaws. B. The resignation of a member does not relieve the member from any obligations the member may have to the corporation as a result of obligations incurred or commi…

A. No member of a corporation may be expelled or suspended, and no membership or memberships in such a corporation may be terminated or suspended, except pursuant to a procedure that is set forth in the articles of incorporation, bylaws or an agreement between the member and the …

Except as provided in the articles of incorporation or bylaws, a corporation may purchase the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditions set forth in or authorized by its articles of incorporation or bylaws. …

In this article, unless the context otherwise requires: 1. "Derivative proceeding" means a civil suit in the right of a domestic corporation or, to the extent provided in section 10-3637, in the right of a foreign corporation. 2. "Independent person" means a person with no person…

A. A proceeding may be brought in the right of a domestic corporation to procure a judgment in its favor by either: 1. In the case of a corporation that has members, any member or members having twenty-five per cent or more of the voting power or by fifty members, whichever is le…

No complainant may commence a derivative proceeding until both: 1. A written demand has been made on the corporation to take suitable action. 2. Ninety days have expired from the date the demand was made unless the complainant has earlier been notified that the demand has been re…

If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding for such period as the court deems appropriate.

A. A derivative proceeding shall be dismissed by the court on motion by the corporation on any legal grounds, including if one of the groups specified in subsections B or F has determined in good faith after conducting a reasonable inquiry on which its conclusions are based that …

No derivative proceeding may be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the corporation's members or a class of members, the court shall direct that notic…

On termination of the derivative proceeding the court may either: 1. Order the corporation to pay the plaintiff's reasonable expenses, including attorney fees, incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the corporation. 2. …

In any derivative proceeding in the right of a foreign corporation, the matters covered by this article are governed by the laws of the jurisdiction of incorporation of the foreign corporation except for sections 10-3633, 10-3635 and 10-3636.

A. A corporation may provide in its articles of incorporation or bylaws for delegates that have some or all of the authority of members. B. The articles of incorporation or bylaws may set forth provisions relating to: 1. The characteristics, qualifications, rights, limitations an…

A. Unless otherwise provided in the articles of incorporation or bylaws, a corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws. B. A corporation with members may hold regular membership meetings at the times…

A. A corporation with members shall hold a special meeting of members either: 1. On the call of its board or of the person or persons authorized to do so by the articles or bylaws. 2. Except as provided in the articles of incorporation or bylaws of a corporation organized primari…

A. The court in the county where a corporation's principal office is located, or if the corporation has no principal office in this state, the court in the county where the corporation's known place of business is located, may summarily order a meeting to be held on application b…

A. The members may approve any action that is required or permitted by chapters 24 through 40 of this title and that requires the members' approval without a meeting of members if the action is approved by members holding at least a majority of the voting power, unless the articl…