Title 33, Title 33: Corporations

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 …

Sec. 33-777. Insurance. A corporation may purchase and maintain insurance on behalf of an individual who is a director or officer of the corporation, or who, while a director or officer of the corporation, serves at the corporation's request as a director, officer, partner, trust…

Sec. 33-778. Variation by corporate action. (a) A corporation may, by a provision in its certificate of incorporation or bylaws or in a resolution adopted or a contract approved by its board of directors or shareholders, obligate itself in advance of the act or omission giving ri…

Sec. 33-779. Exclusivity of provisions. A corporation may provide indemnification of or advance expenses to a director, officer, employee or agent only as permitted by sections 33-770 to 33-778, inclusive. (P.A. 97-246, S. 21, 99.) History: P.A. 97-246 effective June 27, 1997.

Sec. 33-780. Reserved for future use. (F) DIRECTORS' CONFLICTING INTEREST TRANSACTIONS

Sec. 33-781. Definitions. As used in sections 33-781 to 33-784, inclusive: (1) “Director's conflicting interest transaction” means a transaction effected or proposed to be effected by the corporation, or by an entity controlled by the corporation, (A) to which, at the relevant ti…

Sec. 33-782. Judicial action. (a) A transaction effected or proposed to be effected by the corporation, or by an entity controlled by the corporation, may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director of the corp…

Sec. 33-783. Directors' action. (a) Directors' action respecting a director's conflicting interest transaction is effective for purposes of subdivision (1) of subsection (b) of section 33-782 if the transaction has been authorized by the affirmative vote of a majority, but no few…

Sec. 33-784. Shareholders' action. (a) Shareholders' action respecting a director's conflicting interest transaction is effective for purposes of subdivision (2) of subsection (b) of section 33-782 if a majority of the votes cast by the holders of all qualified shares are in favo…

Sec. 33-785. Taking advantage of a business opportunity. (a) If a director or officer pursues or takes advantage of a business opportunity directly, or indirectly through or on behalf of another person, that action may not be the subject of equitable relief, or give rise to an aw…

Secs. 33-786 to 33-794. Reserved for future use. PART IX AMENDMENT OF CERTIFICATE OF INCORPORATIONAND BYLAWS (A) AMENDMENT OF CERTIFICATE OF INCORPORATION

Sec. 33-795. Authority to amend. (a) A corporation may amend its certificate of incorporation at any time to add or change a provision that is required or permitted in the certificate of incorporation as of the effective date of the amendment or to delete a provision that is not …

Sec. 33-796. Amendment by board of directors. Unless the certificate of incorporation provides otherwise, a corporation's board of directors may adopt amendments to the corporation's certificate of incorporation without shareholder approval: (1) To extend the duration of the corp…

Sec. 33-797. Amendment by board of directors and shareholders. (a) If a corporation has issued shares, an amendment to the certificate of incorporation shall be adopted as provided in this section. A proposed amendment must be adopted by the board of directors. (b) Except as prov…

Sec. 33-798. Voting on amendments by voting groups. (a) If a corporation has more than one class of shares outstanding, the holders of the outstanding shares of a class are entitled to vote as a separate voting group, if shareholder voting is otherwise required by sections 33-600…

Sec. 33-799. Amendment before issuance of shares. If a corporation has not yet issued shares, its board of directors, or the incorporators if it has no board of directors, may adopt one or more amendments to the corporation's certificate of incorporation. (P.A. 94-186, S. 124, 21…

Sec. 33-800. Certificate of amendment. After an amendment to the certificate of incorporation has been adopted and approved in the manner required by sections 33-600 to 33-998, inclusive, and by the certificate of incorporation, the corporation shall deliver to the Secretary of t…

Sec. 33-801. Restated certificate of incorporation. (a) A corporation's board of directors may restate its certificate of incorporation at any time, with or without shareholder approval, to consolidate all amendments to the certificate of incorporation into a single document. (b)…

Sec. 33-802. Amendment pursuant to reorganization. (a) A corporation's certificate of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under a law of…

Sec. 33-803. Effect of amendment. An amendment to the certificate of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party or the existing rights of persons other than shareholders of the …

Secs. 33-804 and 33-805. Reserved for future use. (B) AMENDMENT OF BYLAWS

Sec. 33-806. Amendment by shareholders or board of directors. (a) A corporation's shareholders may amend or repeal the corporation's bylaws. (b) A corporation's board of directors may amend or repeal the corporation's bylaws unless: (1) The certificate of incorporation, section 3…

Sec. 33-807. Bylaw increasing quorum or voting requirement for shareholders. (a) If authorized by the certificate of incorporation, the shareholders may adopt or amend a bylaw that fixes a greater quorum or voting requirement for shareholders or voting groups of shareholders than…

Sec. 33-808. Bylaw increasing quorum or voting requirement for directors. (a) A bylaw that fixes a greater quorum or voting requirement for the board of directors or that requires a meeting of shareholders to be held at a place may be amended or repealed: (1) If originally adopte…

Sec. 33-809. Bylaw provisions relating to the election of directors. (a) Unless the certificate of incorporation specifically prohibits the adoption of a bylaw pursuant to this section, alters the vote specified in subsection (a) of section 33-712 or provides for cumulative votin…

Secs. 33-810 to 33-813. Reserved for future use. PART X MERGER AND SHARE EXCHANGE

Sec. 33-814. Definitions. As used in this section and sections 33-815 to 33-821a, inclusive: (1) “Acquired corporation” means the domestic or foreign corporation that will have all of one or more classes or series of its shares acquired in a share exchange. (2) “Acquiring corpora…

Sec. 33-815. Merger. (a) One or more domestic corporations may, in accordance with the provisions of this section, merge with one or more domestic or foreign corporations pursuant to a plan of merger. (b) A foreign corporation may be a party to a merger, or may be created by the …

Sec. 33-816. Share exchange. (a) Through a share exchange: (1) A domestic corporation may acquire all of the shares of one or more classes or series of shares of another domestic corporation or of a foreign corporation, in exchange for shares or other securities, interests, oblig…