Title 33 — Title 33: Corporations

Sec. 33-678. Restriction on transfer of shares and other securities. (a) The certificate of incorporation, the bylaws, an agreement among shareholders or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of s…

Sec. 33-679. Expense of issue. A corporation may pay the expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for shares. (P.A. 94-186, S. 51, 215.) History: P.A. 94-186 effective January 1, 1997.

Sec. 33-680. Surrender of share certificates. The board of directors of a corporation may, from time to time, for any proper purpose, require shareholders to surrender their share certificates in exchange for new certificates, or for the entering thereof of an appropriate legend …

Secs. 33-681 and 33-682. Reserved for future use. (C) SUBSEQUENT ACQUISITION OF SHARES

Sec. 33-683. Shareholder's preemptive rights. (a) The shareholders of a corporation do not have a preemptive right to acquire the corporation's unissued shares except to the extent the certificate of incorporation so provides or as set forth in subsection (d) of this section. (b)…

Sec. 33-684. Corporation's acquisition of its own shares. (a) A corporation may acquire its own shares and shares so acquired constitute authorized but unissued shares. (b) If the certificate of incorporation prohibits the reissue of the acquired shares, the number of authorized …

Secs. 33-685 and 33-686. Reserved for future use. (D) DISTRIBUTIONS

Sec. 33-687. Distributions to shareholders. (a) A board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the certificate of incorporation and the limitation in subsection (c) of this section. (b) If the board of d…

Secs. 33-688 to 33-694. Reserved for future use. PART VII SHAREHOLDERS (A) MEETINGS

Sec. 33-695. Annual meeting. (a) Unless directors are elected by written consent in lieu of an annual meeting as permitted by section 33-698, a corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws, provided, if a cor…

Sec. 33-696. Special meeting. (a) A corporation shall hold a special meeting of shareholders: (1) On call of its board of directors or the person or persons authorized to do so by the certificate of incorporation or bylaws; or (2) if the holders of at least ten per cent of all th…

Sec. 33-697. Court-ordered meeting. (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 summarily order a meeting to be held: (1) On application of any shareholder of the corporati…

Sec. 33-698. Action without meeting. (a) Action required or permitted under any provision of sections 33-600 to 33-998, inclusive, to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action. …

Sec. 33-699. Notice of meeting. (a) A corporation shall notify shareholders of the date and time of each annual and special shareholders' meeting and, if the meeting is to be held at a place, the place of such meeting, no fewer than ten nor more than sixty days before the meeting…

Sec. 33-700. Waiver of notice. (a) A shareholder 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. The waiver must be in writing, be signed by the shareholder e…

Sec. 33-701. Record date. (a) The bylaws may fix or provide the manner of fixing the record date or dates 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 …

Sec. 33-702. Chairperson to preside. (a) At each meeting of shareholders, 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 inco…

Sec. 33-703. Remote participation in annual and special meetings. (a) Shareholders of any class or series may participate in any meeting of shareholders by means of remote communication to the extent the board of directors authorizes such participation for such class or series. P…

Sec. 33-704. Shareholders' 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 shareholders who are entitled to notice of a shareholders' meeting. If the board of directors fixes a different reco…

Sec. 33-705. Voting entitlement of shares. (a) Except as provided in subsections (b) and (c) of this section or unless the certificate of incorporation provides otherwise, each outstanding share, regardless of class, is entitled to one vote on each matter voted on at a shareholde…

Sec. 33-706. Proxies. (a) A shareholder may vote his shares in person or by proxy. (b) A shareholder or his agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form or by an electronic transmission of the appointmen…

Sec. 33-707. Shares held by nominees. (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 proc…

Sec. 33-708. 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 shareholder, the corporation if acting in good faith is entitled to accept the vote, consent, waiver or proxy appointme…

Sec. 33-709. Quorum and voting requirements for voting groups. (a) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the certificate of incorporation or sections …

Sec. 33-710. Action by single and multiple voting groups. (a) If the certificate of incorporation or sections 33-600 to 33-998, inclusive, provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in s…

Sec. 33-711. Greater quorum or voting requirement. (a) The certificate of incorporation may provide for a greater quorum or voting requirement for shareholders, or voting groups of shareholders, than is provided for by sections 33-600 to 33-998, inclusive. (b) An amendment to the…

Sec. 33-712. 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 shares entitled to vote in the election at a meeting at which a quorum is present. (b) Shareholde…

Sec. 33-713. Inspectors. (a) A corporation having any shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association shall, and any other corporation may, appoint one or more ins…

Sec. 33-714. Reserved for future use. (C) VOTING TRUSTS AND AGREEMENTS

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…