Title 33 — Title 33: Corporations

Sec. 33-1064. Action without meeting. Validity of actions at meetings not properly called. (a) Any action which, under any provision of sections 33-1000 to 33-1290, inclusive, may be taken at a meeting of members may be taken without a meeting by one or more consents in writing, …

Sec. 33-1065. Notice of meeting. (a) A corporation shall notify members entitled to vote of the date and time of each annual, regular and special meeting of members and, if the meeting is to be held at a place, the place of the meeting, no fewer than ten nor more than sixty days …

Sec. 33-1066. Waiver of notice. (a) A member may waive any notice required by sections 33-1000 to 33-1290, inclusive, the certificate of incorporation or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the member entitled…

Sec. 33-1067. Record date. (a) The bylaws may fix or provide the manner of fixing the record date for one or more classes of members in order to determine the members entitled to notice of a meeting of members, to demand a special meeting, to vote or to take any other action. If …

Sec. 33-1068. Chairperson to preside. (a) At each meeting of members, a chairperson shall preside. The chairperson shall be appointed as provided in the bylaws or, in the absence of such provision, by the board of directors. (b) The chairperson, unless the certificate of incorpor…

Sec. 33-1069. Remote participation in meetings. (a) Members of any class may participate in any meeting of members by means of remote communication to the extent the board of directors authorizes such participation for such class. Participation by means of remote communication sh…

Sec. 33-1070. Members' list for meeting. (a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of the meeting. The list shall be arranged by classes of members, if any, and show th…

Sec. 33-1071. Member voting rights. (a) Unless the certificate of incorporation provides otherwise, each member, regardless of class, is entitled to one vote on each matter voted on at a meeting of members. Voting rights of members of any class may be increased, limited or denied…

Sec. 33-1072. Proxies. (a) Unless the certificate of incorporation or bylaws provide otherwise, a member entitled to vote may vote in person or by proxy. (b) A member entitled to vote by proxy or his agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the m…

Sec. 33-1073. Corporation's acceptance or rejection of votes. (a) If the name signed on a vote, consent, waiver or proxy appointment corresponds to the name of a member, the corporation if acting in good faith is entitled to accept the vote, consent, waiver or proxy appointment a…

Sec. 33-1074. Quorum and voting requirements. (a) Members entitled to vote on a matter may take action on the matter at a meeting only if a quorum of those members exists with respect to that matter. If there are no members entitled to vote as a separate class, unless sections 33…

Sec. 33-1075. Action by single and multiple classes of members. (a) If the certificate of incorporation or sections 33-1000 to 33-1290, inclusive, provide for voting by a single class on a matter, action on that matter is taken when voted upon by that class as provided in section…

Sec. 33-1076. Other quorum or voting requirement. (a) The certificate of incorporation may provide for a greater voting requirement for members, or classes of members, than is provided for sections 33-1000 to 33-1290, inclusive. The certificate of incorporation or the bylaws may …

Sec. 33-1077. Voting for directors. Cumulative voting. (a) Unless otherwise provided in the certificate of incorporation, directors are elected by a plurality of the votes cast by the members entitled to vote in the election at a meeting at which a quorum is present, or if voting…

Sec. 33-1078. Inspectors. (a) A corporation may appoint one or more inspectors to act at a meeting of members and make a written report of the inspectors' determinations. Each inspector shall take and sign an oath faithfully to execute the duties of inspector with strict impartia…

Sec. 33-1079. Reserved for future use. PART VII DIRECTORS AND OFFICERS (A) BOARD OF DIRECTORS

Sec. 33-1080. Requirements for and duties of board of directors. (a) Each corporation shall have a board of directors. (b) All corporate powers shall be exercised by or under the authority of, and the activities, property and affairs of the corporation managed by or under the dir…

Sec. 33-1081. Qualifications of directors. (a) The certificate of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a member of the corporation unless the certificate of incorporation or bylaws so prescribe. (b)…

Sec. 33-1082. Number and election of directors. (a) A board of directors shall consist of three 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…

Sec. 33-1083. Special provisions regarding directors. (a) The certificate of incorporation may provide that the entire membership, or a certain class of members, shall constitute the board of directors. (b) (1) The certificate of incorporation or, subject to the provisions of sub…

Sec. 33-1084. Election of directors by certain classes of members. If the certificate of incorporation authorizes classes of members, the certificate may also authorize the election of all or a specified number of directors by members in one or more authorized classes of members.…

Sec. 33-1085. Terms of directors generally. (a) The terms of the initial directors of a corporation expire at the first members' meeting at which directors are elected or, in the case of a corporation without members entitled to vote for directors, at the first annual meeting of …

Sec. 33-1086. Staggered terms for directors. (a) The certificate of incorporation or, subject to the provisions of subsection (b) of this section, the bylaws, may provide for staggering the terms of directors, other than ex-officio directors, by dividing the total number of direc…

Sec. 33-1087. Resignation of directors. (a) A director may resign at any time by delivering written notice to the board of directors, the chairman of the board of directors or the corporation. (b) A resignation is effective when the notice is delivered unless the notice specifies…

Sec. 33-1088. Removal of directors by members or directors. (a) The members entitled to vote for the election of directors or, if there are no such members, the directors, may remove one or more directors with or without cause unless the certificate of incorporation provides that…

Sec. 33-1089. Proceedings to determine validity of election. (a) Upon application of any member, director or person aggrieved, the superior court for the judicial district where the principal office of the corporation is located, or any judge thereof, shall forthwith hear and det…

Sec. 33-1090. 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. 33-1091. 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 members entitled to vote for directors may …

Sec. 33-1091a. Judicial appointment of board of directors. If the board of directors of a corporation ceases to exist and there are no members having the right to vote for directors, and no members without the right to vote for directors who under such circumstances would be enti…

Sec. 33-1092. Compensation of directors. Unless the certificate of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors, including reasonable allowance for expenses actually incurred in connection with their duties. (P.A. 96-256,…

Secs. 33-1093 and 33-1094. Reserved for future use. (B) MEETINGS AND ACTION OF THE BOARD

Sec. 33-1095. 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 bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special …

Sec. 33-1096. Court-ordered meeting of directors. (a) The superior court for the judicial district where a corporation's principal office in this state is located may summarily order a meeting of the board of directors to be held: (1) On application of any director of the corpora…

Sec. 33-1097. 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 33-1000 to 33-1290, inclusive, to be take…

Sec. 33-1098. Notice of meeting. (a) Unless the certificate 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, except that, unless stated in a written notice of th…

Sec. 33-1099. Waiver of notice. (a) A director may waive any notice required by sections 33-1000 to 33-1290, 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 wai…

Sec. 33-1100. Quorum and voting. (a) Unless the certificate of incorporation or bylaws require a greater number or unless otherwise specifically provided in sections 33-1116 to 33-1125, inclusive, a quorum of a board of directors consists of: (1) A majority of the fixed number of…

Sec. 33-1101. Committees. (a) Unless sections 33-1000 to 33-1290, 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 com…

Secs. 33-1102 and 33-1103. Reserved for future use. (C) STANDARDS OF CONDUCT

Sec. 33-1104. General standards for directors. (a) A director shall discharge his duties as a director, including his duties as a member of a committee: (1) In good faith; (2) with the care an ordinarily prudent person in a like position would exercise under similar circumstances…

Sec. 33-1105. Liability for unlawful distribution. (a) A director who votes for or assents to a distribution made in violation of sections 33-1000 to 33-1290, inclusive, or the certificate of incorporation is personally liable to the corporation for the amount of the distribution…

Sec. 33-1106. Liability for loans. Directors who vote for or assent to the making of a loan to an officer or to a director of a corporation, or any officer or officers participating in the making of such loan, which loan is neither made in the usual course of the corporation's af…

Secs. 33-1107 and 33-1108. Reserved for future use. (D) OFFICERS

Sec. 33-1109. Officers. (a) A corporation has the offices described in its bylaws. Officers shall be appointed or elected at such time and in such manner as may be prescribed by the bylaws and, in the absence of applicable bylaws, shall be elected by the directors. (b) An officer…

Sec. 33-1110. 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 di…

Sec. 33-1111. 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) i…

Sec. 33-1112. 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 la…

Sec. 33-1113. 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 co…

Secs. 33-1114 and 33-1115. Reserved for future use. (E) INDEMNIFICATION

Sec. 33-1116. Definitions. As used in sections 33-1116 to 33-1125, 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 …