Title 10 — Corporations and Associations

A. The court in the county where a corporation's known place of business is located may summarily order either: 1. An annual meeting to be held on application of any shareholder of the corporation entitled to participate in an annual meeting if an annual meeting was not held with…

A. Except as provided in subsection B of this section, an action required or permitted by chapters 1 through 17 of this title to be taken at a shareholders' meeting may be taken without a meeting if there is written consent by the holders of outstanding shares that are entitled t…

A. A corporation shall notify shareholders of the date, time and place of each annual and special shareholders' meeting at least ten but not more than sixty days before the meeting date. Unless chapters 1 through 17 of this title or the articles of incorporation require otherwise…

A. A shareholder 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. The waiver shall be in writing, signed by the shareholder entitled to the notice and delivere…

A. The bylaws may fix or provide the manner of fixing the record date for one or more voting groups in order to determine the shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote or to take any other action. If the bylaws do not fix or …

A. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all shareholders to participate in an annual or special shareholders' meeting by or conduct the meeting through use of any means of remote communication. If the board of …

A. After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all of its shareholders who are entitled to notice of a shareholders' meeting. The list shall be arranged by voting group, and within each voting group by class or series…

A. Except as provided in subsections B and C of this section or section 10-728 or 10-2725 or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class, is entitled to one vote on each matter voted on at a shareholders' meeting. Only share…

A. A shareholder may vote its shares in person or by proxy. B. A shareholder or the shareholder's agent or attorney-in-fact appoints a proxy to vote or otherwise act for the shareholder by signing an appointment form or by an electronic transmission. An electronic transmission mu…

A. A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure. B. The procedure may set forth: …

A. If the name signed on a vote, consent, waiver or proxy appointment corresponds to the name of a shareholder, the corporation if acting in good faith is entitled to accept the vote, consent, waiver or proxy appointment and give it effect as the act of the shareholder. B. If the…

A. Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if the quorum of those shares exists with respect to that matter. Unless the articles of incorporation or chapters 1 through 17 of this title provide otherwise, a majority of the v…

A. If the articles of incorporation or chapters 1 through 17 of this title provide for voting by a single voting group on a matter, action on that matter is taken when voted on by that voting group as provided in section 10-725. B. If the articles of incorporation or chapters 1 t…

A. The articles of incorporation may provide for a greater quorum or voting requirement for shareholders or voting groups of shareholders than is provided for by chapters 1 through 17 of this title. B. An amendment to the articles of incorporation that adds, changes or deletes a …

A. Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. B. At each election for directors, shareholders are entitled to cumulate…

One or more shareholders may create a voting trust, conferring on one or more trustees the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust and transferring their shares to the trustee or trustees. The agreement may contain …

A. Two or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. B. Unless otherwise provided in the voting agreement, a voting agreement created under this section is specifically enforceable.

A. An agreement among the shareholders of a corporation that complies with this section is effective among the shareholders and the corporation even though it is inconsistent with one or more other provisions of chapters 1 through 17 of this title if it meets any of the following…

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 10-747, in the right of a foreign corporation. 2. "Independent person" means a person with no persona…

A shareholder may not commence or maintain a derivative proceeding unless the shareholder both: 1. Was a shareholder of the corporation at the time of the act or omission complained of or became a shareholder through transfer by operation of law from one who was a shareholder at …

No shareholder 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 shareholder 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 may be dismissed by the court on motion by the corporation on any legal grounds including the group specified in subsection B has determined in good faith after conducting a reasonable inquiry on which its conclusions are based that the maintenance of t…

A derivative proceeding may not 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 shareholders or a class of shareholders, the court shall dire…

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 10-743, 10-745 and 10-746.

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…