Title 23, Corporations And Partnerships

[§414D-106] Waiver of notice. (a) A member may waive any notice required by this chapter, the articles, or the bylaws before or after the date and time stated in the notice. The waiver shall be in writing, be signed by the member entitled to the notice, and be delivered to the co…

[§414D-107] Record date; determining members entitled to notice and vote. (a) The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to notice of a members' meeting. If the bylaws do not fix or provide fo…

§414D-109 Members' list for meeting. (a) After fixing a record date for a notice of 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 show the address and number of votes each memb…

§414D-11 Certificates and certified copies to be received in evidence. All certificates issued by the department director pursuant to this chapter, and all copies of documents filed in the department director's office pursuant to this chapter when certified by the department dire…

[§414D-110] Voting entitlement generally. (a) The right of the members, or any class or classes of members, to vote may be limited, enlarged, or denied to the extent specified in the articles of incorporation. Unless so limited, enlarged, or denied, each member, regardless of cla…

[§414D-111] Quorum requirements. (a) Unless this chapter, the articles, or the bylaws provide for a higher or lower quorum, ten per cent of the votes entitled to be cast on a matter shall be represented at a meeting of members to constitute a quorum on that matter. (b) A bylaws a…

[§414D-112] Voting requirements. (a) Unless this chapter, the articles, or the bylaws require a greater vote or voting by class, if a quorum is present, the affirmative vote of the votes represented and voting (which affirmative votes also constitute a majority of the required qu…

§414D-113 Proxies. (a) Unless the articles or bylaws prohibit or limit proxy voting, a member may appoint a proxy to vote or otherwise act for the member by signing an appointment form either personally or by an attorney-in-fact. A member may authorize another person to act as a …

§414D-114 Cumulative voting for directors. (a) If the articles or bylaws provide for cumulative voting by members, members may so vote, by multiplying the number of votes the members are entitled to cast by the number of directors for whom they are entitled to vote, and cast the …

§414D-115 Other methods of electing directors. A corporation may provide in its articles or bylaws for the election of directors by members or delegates:

§414D-116 Corporation's acceptance of votes. (a) If the name signed on a vote, ballot, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation, acting in good faith, is entitled to accept the vote, ballot, consent, waiver, or proxy appointment a…

[§414D-117] Voting agreements. (a) Two or more members may provide for the manner in which they will vote by signing an agreement for that purpose. The agreements may be valid for a period of up to ten years. (b) A voting agreement created under this section is specifically enfor…

[§414D-12] Penalty for signing false document. (a) A person commits an offense by signing a document the person knows is false in any material respect with intent that the document be delivered to the department director for filing. (b) An offense under this section is a class C …

[§414D-13] Department director; powers. The department director has the power reasonably necessary to perform the duties required of the department director's office by this chapter. The department director shall adopt necessary rules pursuant to chapter 91. [L 2001, c 105, pt of…

part VIII. DIRECTORS AND OFFICERS [§414D-131] Requirement for and duties of the board. (a) Each corporation shall have a board of directors. (b) Except as provided in this chapter or subsection (c), all corporate powers shall be exercised by or under the authority of its board in…

[§414D-132] Qualifications of directors. All directors shall be individuals. A director need not be a resident of this State or a member of the corporation unless required by the articles of incorporation or the bylaws. The articles or bylaws may prescribe other qualifications fo…

[§414D-133] Number 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 articles or bylaws. (b) The number of directors may be increased or decreased (but to no fewer than three) from time …

§414D-134 Election, designation, and appointment of directors. (a) If the corporation has members, all the directors (except the initial directors) shall be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the articles or bylaws provid…

[§414D-135] Terms of directors generally. (a) The articles or bylaws shall specify the terms of directors. Except for designated or appointed directors, the terms of directors may not exceed five years. In the absence of any term specified in the articles or bylaws, the term of e…

[§414D-136] Staggered terms for directors. The articles or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups. The terms of office of the several groups need not be uniform. [L 2001, c 105, pt of §1]

[§414D-137] Resignation of directors. (a) A director may resign at any time by delivering written notice to the board of directors, its presiding officer, or to the president or secretary. (b) A resignation is effective when the notice is effective, unless the notice specifies a …

§414D-138 Removal of directors elected by members or directors. (a) The members may remove one or more directors elected by them without cause unless otherwise provided in the articles or bylaws. (b) If a director is elected by a class, chapter, or other organizational unit, or b…

[§414D-139] Removal of designated or appointed directors. (a) A designated director may be removed by an amendment to the articles or bylaws deleting or changing the designation. (b) Except as otherwise provided in the articles or bylaws, an appointed director may be removed with…

§414D-14 Definitions. Unless the context otherwise requires in this chapter: "Affiliate" means an entity that directly or indirectly controls, is controlled by, or is under common control with the public benefit corporation. Control includes the power to select the public benefit…

§414D-140 Removal of directors by judicial proceeding. (a) The circuit court of the county where a corporation's principal office is located may remove any director of the corporation from office in a proceeding commenced either by the corporation or its members holding at least …

[§414D-141] Vacancy on board. (a) Unless the articles or bylaws provide otherwise, and except as provided in subsections (b) and (c), if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors: (b) Unless the articles or…

[§414D-142] Compensation of directors. Unless the articles or bylaws provide otherwise, a board of directors may fix the compensation of directors. [L 2001, c 105, pt of §1]

[§414D-143] Regular and special meetings. (a) If the time and place of a directors' meeting is fixed by the bylaws or the board, the meeting is a regular meeting. All other meetings are special meetings. (b) A board of directors may hold regular or special meetings in or out of t…

§414D-144 Action without meeting. (a) Unless the articles 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 action must be e…

§414D-145 Call and notice of meetings. (a) Unless the articles, bylaws, or subsection (c) provides otherwise, regular meetings of the board may be held without notice. (b) Unless the articles, bylaws, or subsection (c) provides otherwise, special meetings of the board shall be pr…

[§414D-146] Waiver of notice of meeting. (a) A director may at any time waive any notice required by this chapter, the articles, or the bylaws. Except as provided in subsection (b), the waiver shall be in writing, signed by the director entitled to the notice, and filed with the …

[§414D-147] Quorum and voting. (a) Except as otherwise provided in this chapter, the articles, or the bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. In no event may the articles or bylaws authorize a…

[§414D-148] Committees of the board. (a) Unless prohibited or limited by the articles or bylaws, a board of directors may create one or more committees of the board and appoint members of the board to serve on them. Each committee shall have two or more directors, who serve at th…

§414D-149 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 discharging the director's duties, a director is entitled to rely on information, opinions, reports, o…

§414D-15 Notice. (a) Notice may be oral, in the form of an electronic transmission as described in subsections (i) and (j), or written. (b) Notice may be communicated in person; by telephone, telegraph, teletype, or other form of wire or wireless communication; by mail or private…

§414D-150 Director conflict of interest. (a) A conflict of interest transaction is a transaction with the corporation in which a director of the corporation has a direct or indirect interest. A conflict of interest transaction is not voidable or the basis for imposing liability o…

[§414D-151] Loans to or guaranties for directors and officers. (a) A corporation may not lend money to or guaranty the obligation of a director or officer of the corporation. (b) The fact that a loan or guaranty is made in violation of this section shall not affect the borrower's…

[§414D-152] Liability for unlawful distributions. (a) Unless a director complies with the applicable standards of conduct described in section 414D-149, a director who votes for or assents to a distribution made in violation of this chapter shall be personally liable to the corpo…

§414D-153 Required officers. (a) A corporation shall have the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws. (b) The bylaws or the board shall delegate responsibility to one of the officers to prepare minutes of the director…

[§414D-154] Duties and authority 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 and authority prescribed in a resolution of the board or by direction of an officer authorize…

§414D-155 Standards of conduct for officers. (a) An officer with discretionary authority shall discharge the officer's duties under that authority: (b) In discharging an officer's duties, an officer is entitled to rely on information, opinions, reports, or statements, including f…

§414D-156 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 effective unless the notice specifies a future effective date. If a resignation is made effective at a futur…

[§414D-157] Contract rights of officers. (a) The appointment of an officer shall not itself create contract rights. (b) An officer's removal shall not affect the officer's contract rights, if any, with the corporation. An officer's resignation shall not affect the corporation's c…

[§414D-158] Officers' authority to execute documents. Any contract or other instrument in writing executed or entered into between a corporation and any other person is not invalidated as to the corporation by any lack of authority of the signing officers in the absence of actual…

[§414D-159] Definitions. Sections 414D-160 to 414D-167 shall incorporate the following definitions: "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of…

[§414D-16] Private foundations. Except as otherwise determined by a court of competent jurisdiction, a corporation that is a private foundation as defined in section 509(a) of the Code: