Title 33 — Title 33: Corporations

Sec. 33-715. Voting trust. (a) One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust, which may include anything consistent with its purpose, and tra…

Sec. 33-716. Voting agreement. (a) Two or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to the provisions of section 33-715. (b) A voting agr…

Sec. 33-717. Shareholder agreement. (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 sections 33-600 to 33-998, incl…

Secs. 33-718 and 33-719. Reserved for future use. (D) DERIVATIVE PROCEEDINGS

Sec. 33-720. Derivative proceedings. Definitions. As used in sections 33-720 to 33-727, inclusive: (1) “Derivative proceeding” means a civil suit in the right of a domestic corporation or, to the extent provided in section 33-727, in the right of a foreign corporation. (2) “Share…

Sec. 33-721. Standing. A shareholder may not commence or maintain a derivative proceeding unless the shareholder: (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 wa…

Sec. 33-722. Demand. No shareholder may commence a derivative proceeding until: (1) A written demand has been made upon the corporation to take suitable action; and (2) ninety days have expired from the date delivery of the demand was made unless the shareholder has earlier been …

Sec. 33-723. Stay of proceedings. 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. (P.A. 94-186, S. 78, 215.) History: P.A. 94-186 effective J…

Sec. 33-724. Dismissal. (a) A derivative proceeding shall be dismissed by the court on motion by the corporation if one of the groups specified in subsection (b) or (e) of this section has determined in good faith, after conducting a reasonable inquiry upon which its conclusions …

Sec. 33-725. Discontinuance or settlement. 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 …

Sec. 33-726. Payment of expenses. On termination of the derivative proceeding the court may: (1) Order the corporation to pay the plaintiff's expenses incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the corporation; (2) Order th…

Sec. 33-727. Applicability to foreign corporations. In any derivative proceeding in the right of a foreign corporation, the matters covered by sections 33-720 to 33-727, inclusive, shall be governed by the laws of the jurisdiction of incorporation of the foreign corporation excep…

Secs. 33-728 to 33-734. Reserved for future use. PART VIII DIRECTORS AND OFFICERS (A) BOARD OF DIRECTORS

Sec. 33-735. Requirements for and duties of board of directors. (a) Except as provided in section 33-717, 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 ma…

Sec. 33-736. Qualifications for directors or nominees for directors. (a) The certificate of incorporation or bylaws may prescribe qualifications for directors or nominees for directors. Qualifications for directors or nominees for directors shall be lawful and reasonable as appli…

Sec. 33-737. Number and election of directors. (a) A board of directors shall consist of one or more individuals, with the number specified in or fixed in accordance with the certificate of incorporation or bylaws. (b) The number of directors may be increased or decreased from ti…

Sec. 33-738. Election of directors by certain classes of shareholders. If the certificate of incorporation authorizes dividing the shares into classes, the certificate may also authorize the election of all or a specified number of directors by the holders of one or more authoriz…

Sec. 33-739. Terms of directors generally. (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 next or, if their terms are staggered in accordance with…

Sec. 33-740. Staggered terms for directors. The certificate of incorporation may provide for staggering the terms of directors by dividing the total number of directors into up to five groups, with each group containing approximately the same percentage of the total, as near as m…

Sec. 33-741. Resignation of directors. (a) A director may resign at any time by delivering a written resignation to the board of directors or its chairperson or to the secretary of the corporation. (b) A resignation is effective when the resignation is delivered unless the resign…

Sec. 33-742. Removal of directors by shareholders. (a) The shareholders may remove one or more directors with or without cause unless the certificate of incorporation provides that directors may be removed only for cause. (b) If a director is elected by a voting group of sharehol…

Sec. 33-743. Removal of directors by judicial proceeding. (a) The superior court for the judicial district where a corporation's principal office or, if none in this state, its registered office, is located may remove a director of the corporation from office in a proceeding comm…

Sec. 33-744. Vacancy on board of directors. (a) Unless the certificate of incorporation provides otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors: (1) The shareholders may fill the vacancy; (2) the b…

Sec. 33-745. Compensation of directors. Unless the certificate of incorporation or a bylaw provides otherwise, the board of directors may fix the compensation of directors. (P.A. 94-186, S. 93, 215; P.A. 96-271, S. 68, 254.) History: P.A. 94-186 effective January 1, 1997; P.A. 96…

Secs. 33-746 and 33-747. Reserved for future use. (B) MEETINGS AND ACTION OF THE BOARD

Sec. 33-748. Meetings. (a) The board of directors may hold regular or special meetings in or out of this state. (b) Unless the certificate of incorporation or a bylaw provides otherwise, the board of directors may permit any or all directors to participate in a regular or special…

Sec. 33-749. Action without meeting. (a) Except to the extent that the certificate of incorporation or bylaws specifically require that action by the board of directors be taken only at a meeting, action required or permitted by sections 33-600 to 33-998, inclusive, to be taken b…

Sec. 33-750. Notice of meeting. (a) Unless the certificate of incorporation or a bylaw provides 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 certificate of incorporation or a by…

Sec. 33-751. Waiver of notice. (a) A director may waive any notice required by sections 33-600 to 33-998, inclusive, the certificate of incorporation or bylaws before or after the date and time stated in the notice. Except as provided by subsection (b) of this section, the waiver…

Sec. 33-752. Quorum and voting. (a) Unless the certificate of incorporation or a bylaw requires a greater number or unless otherwise specifically provided in sections 33-770 to 33-779, inclusive, a quorum of a board of directors consists of: (1) A majority of the fixed number of …

Sec. 33-753. Committees. (a) Unless sections 33-600 to 33-998, inclusive, the certificate of incorporation or the bylaws provide otherwise, a board of directors may create one or more committees and appoint one or more members of the board of directors to serve on any such commit…

Sec. 33-754. Submission of matters for shareholder vote. A corporation may agree to submit a matter to a vote of its shareholders even if, after approving the matter, the board of directors determines it no longer recommends the matter. (P.A. 10-35, S. 5.)

Sec. 33-755. Reserved for future use. (C) STANDARDS OF CONDUCT AND LIABILITY

Sec. 33-756. General standards of conduct for directors. (a) Each member of the board of directors, when discharging the duties of a director, shall act: (1) In good faith; and (2) in a manner the director reasonably believes to be in the best interests of the corporation. (b) Th…

Sec. 33-757. Liability for unlawful distribution. (a) A director who votes for or assents to a distribution made in violation of section 33-687 or subsection (a) of section 33-887b or the certificate of incorporation is personally liable to the corporation for the amount of the d…

Sec. 33-758. General standards of liability for directors. (a) A director shall not be liable to the corporation or its shareholders for any decision to take or not to take action, or any failure to take any action, as a director, unless the party asserting liability in a proceed…

Secs. 33-759 to 33-762. Reserved for future use. (D) OFFICERS

Sec. 33-763. Officers. (a) A corporation has the offices described in its bylaws or designated by the board of directors in accordance with the bylaws. (b) The board of directors may elect individuals to fill one or more offices of the corporation. An officer may appoint one or m…

Sec. 33-764. Functions of officers. Each officer has the authority and shall perform the functions set forth in the bylaws or, to the extent consistent with the bylaws, the functions prescribed by the board of directors or by direction of an officer authorized by the board of dir…

Sec. 33-765. Standards of conduct for officers. (a) An officer with discretionary authority shall discharge his duties under that authority: (1) In good faith; (2) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (3) in…

Sec. 33-766. Resignation and removal of officers. (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 time. If a resignation is made effective at a lat…

Sec. 33-767. Contract rights of officers. (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 con…

Secs. 33-768 and 33-769. Reserved for future use. (E) INDEMNIFICATION

Sec. 33-770. Definitions. As used in sections 33-770 to 33-779, inclusive: (1) “Corporation” includes any domestic or foreign predecessor entity of a corporation in a merger. (2) “Director” or “officer” means an individual who is or was a director or officer, respectively, of a c…

Sec. 33-771. Permissible indemnification. (a) Except as otherwise provided in this section, a corporation may indemnify an individual who is a party to a proceeding because he is a director against liability incurred in the proceeding if: (1) (A) He conducted himself in good fait…

Sec. 33-772. Mandatory indemnification. A corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he was a director of the corporation against reasonable expenses incurred by hi…

Sec. 33-773. Advance for expenses. (a) A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred in connection with the proceeding by an individual who is a party to the proceeding because that individual i…

Sec. 33-774. Court-ordered indemnification and advance for expenses. (a) A director who is a party to a proceeding because he is a director may apply for indemnification or an advance for expenses to the court conducting the proceeding or to another court of competent jurisdictio…

Sec. 33-775. Determination and authorization of indemnification. (a) A corporation may not indemnify a director under section 33-771 unless authorized for a specific proceeding after a determination has been made that indemnification is permissible because the director has met th…

Sec. 33-776. Indemnification of and advance for expenses to officers. Indemnification by corporations incorporated prior to January 1, 1997. (a) A corporation may indemnify and advance expenses under sections 33-770 to 33-779, inclusive, to an officer of the corporation who is a …