Title 23, Corporations And Partnerships

§414-212 Action without meeting. (a) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. The …

[§414-213] Notice of meeting. (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 provid…

§414-214 Waiver of notice of meeting. (a) A director may waive any notice required by this chapter, the articles of incorporation, or 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…

[§414-215] Quorum and voting. (a) Unless the articles of incorporation or bylaws require a greater number or unless otherwise specifically provided in this chapter, a quorum of a board of directors consists of: (b) The articles of incorporation or bylaws may authorize a quorum of…

[§414-216] Committees. (a) Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees and appoint members of the board of directors to serve on them. Each committee must have two or more members, who serve at the pleas…

C. Standards of Conduct [§414-221] General standards for directors. (a) A director shall discharge the director's duties as a director, including the director's duties as a member of a committee: (b) In determining the best interests of the corporation, a director, in addition to…

§414-222 Limitation of liability of directors; shareholder approval required. (a) A corporation may eliminate or limit the personal liability of its directors in any action brought by the shareholders or the corporation for monetary damages against any director of the corporation…

[§414-223] Liability for unlawful distributions. (a) A director who votes for or assents to a distribution made in violation of section 414-111 or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have…

D. Officers [§414-231] Required officers. (a) A corporation has 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 byla…

[§414-232] Duties of officers. 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 p…

[§414-233] Standards of conduct for officers. (a) An officer with discretionary authority shall discharge the officer's duties under that authority: (b) In discharging the duties of an officer, the officer is entitled to rely on information, opinions, reports, or statements, incl…

§414-234 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 date. If a resignation is made effective at a later d…

[§414-235] Contract rights of officers. (a) The appointment or election 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 corpora…

E. Indemnification [§414-241] Definitions. As used in this subpart: "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger. "Director" or "officer" means an individual who is or was a director or officer, respectively, of a corporation or w…

[§414-242] Permissible indemnification. (a) Except as otherwise provided in this section, a corporation may indemnify an individual who is a party to a proceeding because the individual is a director against liability incurred in the proceeding if: (b) A director's conduct with r…

[§414-243] 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 the director was a party because the director was a director of the corporation against reasonable expen…

[§414-244] Advance for expenses. (a) A corporation, before final disposition of a proceeding, may advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding because the director is a director if the director delivers to the…

[§414-245] Court-ordered indemnification and advance for expenses. (a) A director who is a party to a proceeding because the director is a director may apply for indemnification or an advance for expenses to the court conducting the proceeding or to another court of competent jur…

[§414-246] Determination and authorization of indemnification. (a) A corporation may not indemnify a director under section 414-242 unless authorized for a specific proceeding after a determination has been made that indemnification of the director is permissible because the dire…

[§414-247] Officers. (a) A corporation may indemnify and advance expenses under this subpart to an officer of the corporation who is a party to a proceeding because the officer is an officer of the corporation: (b) Subsection (a)(2) shall apply to an officer who is also a directo…

[§414-248] 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, trustee…

[§414-249] Variation by corporate action; application of subpart. (a) A corporation, by a provision in its articles of incorporation or bylaws or in a resolution adopted or a contract approved by its board of directors or shareholders, may obligate itself in advance of the act or…

[§414-250] Nonexclusivity of subpart. (a) The indemnification provided by this subpart shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of shareholders, or disinterested directors or otherwise, both as t…

F. Directors' Conflicting Interest Transactions [§414-261] Definitions. As used in this subpart: "Conflicting interest" with respect to a corporation means the interest a director of the corporation has respecting a transaction effected or proposed to be effected by the corporati…

[§414-262] Judicial action. (a) A transaction effected or proposed to be effected by a corporation (or by a subsidiary of the corporation or any other entity in which the corporation has a controlling interest) that is not a director's conflicting interest transaction may not be …

§414-263 Directors' action. (a) The action of directors respecting a transaction is effective for purposes of section 414-262(b)(1) if the transaction received the affirmative vote of a majority (but no fewer than two) of those qualified directors on the board of directors or on …

[§414-264] Shareholders' action. (a) Shareholders' action respecting a transaction is effective for purposes of section 414-262(b)(2) if a majority of the votes entitled to be cast by the holders of all qualified shares were cast in favor of the transaction after: (b) For purpose…

PART X. CONVERSIONS §414-271 Conversion into and from corporations. (a) A domestic corporation may adopt a plan of conversion and convert to a foreign corporation or any other entity if: (b) Any foreign corporation or other entity may adopt a plan of conversion and convert to a d…

§414-272 Articles of conversion. (a) If a plan of conversion has been approved in accordance with section 414-271 and has not been abandoned, articles of conversion shall be executed by an officer or other duly authorized representative of the converting entity and shall set fort…

§414-274 Effect of conversion. When a conversion becomes effective:

PART XI. AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS A. Amendment of Articles of Incorporation [§414-281] Authority to amend. (a) A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of …

[§414-282] Amendment by board of directors. Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's articles of incorporation without shareholder action:

[§414-283] Amendment by board of directors and shareholders. (a) A corporation's board of directors may propose one or more amendments to the articles of incorporation for submission to the shareholders. (b) For the amendment to be adopted: (c) The board of directors may conditio…

[§414-284] Voting on amendments by voting groups. (a) 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 this chapter) on a proposed amendment if the amendment would: (b) If a proposed a…

[§414-285] Amendment before issuance of shares. If a corporation has not yet issued shares, its incorporators or board of directors may adopt one or more amendments to the corporation's articles of incorporation. [L 2000, c 244, pt of §1]

[§414-286] Articles of amendment. A corporation amending its articles of incorporation shall deliver to the department director for filing articles of amendment setting forth:

§414-287 Restated or amended and restated articles of incorporation. (a) A corporation's board of directors may restate its articles of incorporation at any time with or without shareholder action. (b) If the board of directors submits a restatement for shareholder action, the co…

[§414-288] Amendment pursuant to reorganization. (a) A corporation's articles 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 federal statu…

[§414-289] Effect of amendment. An amendment to articles 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 corporat…

§414-3 Definitions. As used in this chapter: "Articles of incorporation" include amended and restated articles of incorporation and articles of merger. "Authorized shares" means the shares of all classes a domestic corporation is authorized to issue. "Conspicuous" means so writte…

B. Amendment of Bylaws [§414-301] Amendment by board of directors or shareholders. (a) A corporation's board of directors may amend or repeal the corporation's bylaws unless: (b) A corporation's shareholders may amend or repeal the corporation's bylaws even though the bylaws may …

[§414-302] Bylaw increasing quorum or voting requirement for shareholders. (a) If authorized by the articles 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 is…

[§414-303] Bylaw increasing quorum or voting requirement for directors. (a) A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed: (b) A bylaw adopted or amended by the shareholders that fixes a greater quorum or voting re…

PART III. INCORPORATION [§414-31] Incorporators. One or more individuals may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the department director for filing. [L 2000, c 244, pt of §1]

PART XII. MERGER AND SHARE EXCHANGE §414-310 Definitions. As used in this part: "Association" means an association organized under chapter 421 or 421C. "Merger" means the procedure authorized by this part in which one domestic or foreign entity combines with one or more domestic …

§414-311 Merger. (a) Pursuant to a plan of merger adopted by the board of directors and approved by the shareholders (if required under section 414-313), a domestic or foreign corporation may merge with one or more domestic professional corporations, or with one or more corporati…