Title 23, Corporations And Partnerships

§415A-8 Corporate name. The name of a professional corporation:

§415A-8.5 Administrative order of abatement for infringement of corporate name. (a) Any professional corporation in good standing claiming that the name of any domestic corporation, partnership, limited partnership, limited liability partnership, or limited liability company exis…

§415A-9 Issuance and transfer of shares; share certificates. (a) A professional corporation may issue shares, fractional shares, and rights or options to purchase shares only to individuals authorized by law in this State or in any other state or territory of the United States or…

§417E-1 Definitions. As used in this chapter, unless the context otherwise requires: "Affiliate" of a person means any person controlling, controlled by, or under common control with such person. "Associate" of a person means any person acting jointly or in concert with such pers…

§417E-10 Civil liabilities. (a) Any offeror who purchases a security in connection with a take-over offer in violation of this chapter shall be liable to the person selling the security to the offeror who may sue either at law or in equity. In an action for rescission, the seller…

§417E-11 Application of securities law. All of the provisions of chapter 485A that are not in conflict with this chapter shall apply to any take-over offer involving a target company in this State. [L 1985, c 32, pt of §2; am L 2006, c 229, §12]

§417E-2 Registration of take-over offers. (a) It is unlawful for any person to make a take-over offer or to acquire any equity securities pursuant to the offer, unless the offer is effective under this chapter. A take-over offer is effective when the offeror files with the commis…

§417E-3 Filing of solicitation materials. Copies of all advertisements, circulars, letters, or other materials published by the offeror or the target company, soliciting or requesting the acceptance or rejection of the take-over offer, shall be filed with the commissioner and sen…

§417E-4 Fraudulent and deceptive practices. It is unlawful for any offeror or target company or any controlling person of an offeror or target company or any broker-dealer acting on behalf of an offeror or target company to engage in any fraudulent, deceptive, or manipulative act…

§417E-5 Limitations on offerors. (a) No offeror may make a take-over offer which is not made to stockholders in this State on substantially the same terms as the offer is made to stockholders outside this State. (b) An offeror shall provide that any equity securities of a target …

§417E-6 Administration, rules and orders. (a) In administering this chapter, the commissioner may exercise all powers granted to the commissioner under chapter 485A, which are not inconsistent with this chapter. (b) The commissioner may make and adopt such rules and forms as are …

§417E-7 Fees and expenses. The commissioner shall impose a filing fee of $250 for a registration statement filed by an offeror. [L 1985, c 32, pt of §2]

§417E-8 Injunctions. Whenever it appears to the commissioner that any person, including a controlling person of an offeror or target company, has engaged or is about to engage in any act or practice constituting a violation of this chapter or any rule or order hereunder, the comm…

§417E-9 Penalties. (a) Any person, including a controlling person of an offeror or target company, who violates any provision of this chapter or any rule thereunder, or any order of the commissioner of which this person has notice, shall be subject to a fine of not more than $25,…

§419-1 Formation of corporation sole for ecclesiastical purposes. A nonprofit corporation sole may be formed hereunder by the bishop, chief priest, presiding elder, or other presiding officer of any church, for the purposes of administering and managing the affairs, property, and…

§419-2 Articles of incorporation; contents. (a) Articles of incorporation under this chapter shall be delivered to the director for filing, certified and executed by the bishop, chief priest, presiding elder, or other presiding officer forming the corporation sole and shall set f…

§419-3 Powers of corporation sole. (a) Every corporation sole formed under this chapter shall have the powers set forth in section 414D-52. (b) Every such corporation shall have continuity of existence, notwithstanding vacancies in the incumbency thereof, and during the period of…

§419-4 Amendment of articles. Subject to the provisos set forth in this section, and subject to any lawful restrictions upon the power to amend the articles of incorporation sole filed under section 419-2, the incumbent of the corporation may at any time amend the articles of inc…

§419-5 Name of incumbent; change in incumbency. There shall be filed, with the articles of incorporation, a statement duly certified and executed, which shall state the name and address of the person who is to be its incumbent, to which shall be appended a duly attested copy of t…

§419-6 Distribution of assets; inspection of books. Except upon liquidation of the property of the corporation in case of dissolution, no part of the assets, income, or earnings of the corporation shall be withdrawn from or sent out of the State, unless the remaining assets of th…

§419-7 Duration. If a corporation sole was dissolved due to the expiration of its period of duration, the corporation sole, at any time within two years of such dissolution, may amend its articles of incorporation to extend its period of duration; provided that if the name of the…

§419-8 Dissolution. A corporation formed under this chapter may be dissolved, voluntarily or involuntarily, in the manner provided in part XIII of chapter 414D; provided that:

§419-9 Corporations sole heretofore formed; general laws. (a) Any corporation sole heretofore formed and existing under the laws of this State for ecclesiastical purposes may elect to continue its existence under this chapter by filing an application for amendment of its charter …

[§420D-1] Purpose and findings. This chapter authorizes a designation and code of conduct for a business corporation to offer entrepreneurs and investors the option to build and invest in businesses that operate in a socially and environmentally sustainable manner. Enforcement of…

[§420D-10] Right of action. The shareholders and directors of a sustainable business corporation shall have the right to bring direct or derivative claims to enforce corporate purposes and the standards for directors as set forth in section 414-221(a) and shall have the right to …

[§420D-11] Annual benefit report. (a) A sustainable business corporation shall deliver to each shareholder an annual benefit report including: (b) A sustainable business corporation shall post a draft of its benefit report on the public section of its website, or make it otherwis…

[§420D-12] Third-party standard. A third-party standard for purposes of defining, reporting, and assessing overall corporate social and environmental performance of a sustainable business corporation subject to this chapter shall be:

[§420D-13] Ministerial role of department director. Section 414-16 shall apply to any filings made by a sustainable business corporation. [L 2011, c 209, pt of §1]

[§420D-2] Definitions. As used in this chapter: "Benefit director" means the director designated as the benefit director of a sustainable business corporation under section 420D-7. "Benefit officer" means the individual designated as the benefit officer of a sustainable business …

[§420D-3] Election of a domestic corporation to become a sustainable business corporation. (a) A domestic corporation incorporated under chapter 414 may elect to become a sustainable business corporation under this chapter by including in its articles or amending its articles to …

[§420D-4] Termination of sustainable business corporation status. (a) A sustainable business corporation may terminate its status as such and cease to be subject to this chapter by amending its articles to delete the statement that the corporation is a sustainable business corpor…

[§420D-5] Corporate purposes. (a) Every sustainable business corporation shall have among its purposes the creation of a general public benefit. (b) In addition to the general public benefit purpose required by subsection (a), the articles of a sustainable business corporation ma…

[§420D-6] Standard of conduct for directors. (a) In discharging the duties of their respective positions, the board of directors, committees of the board, and individual directors of a sustainable business corporation, in considering the best interests of the sustainable business…

[§420D-7] Benefit director. (a) The board of directors of a sustainable business corporation shall include one director who shall be designated the "benefit director" and who shall have, in addition to all of the powers, duties, rights, and immunities of the other directors of th…

[§420D-8] Standard of conduct for officers. (a) Each officer of a sustainable business corporation shall consider the interests and factors described in section 420D-6(a) in the manner provided in that section when: (b) An officer shall not be personally liable for monetary damag…

[§420D-9] Benefit officer. (a) A sustainable business corporation may have an officer designated as the benefit officer who shall have the authority and shall perform the duties in the management of the sustainable business corporation relating to the purpose of the corporation t…

§421-1 Definitions. As used in this chapter, unless the context or subject matter requires otherwise: "Agricultural products" includes floricultural, horticultural, viticultural, forestry, nut, coffee, dairy, livestock, poultry, bee, farm or plantation products, and fish and aqua…

§421-10 Members. (a) An association may admit as members only bona fide producers of agricultural products, including tenants and landlords receiving a share of the crop, and cooperative associations of the producers. The incorporators named in the articles are thereby made membe…

§421-11 Membership or stock certificates, transfers, dividends, preferred stock. (a) No certificate for membership or stock shall be issued until fully paid for, but bylaws may provide that a member may vote and hold office prior to payment in full for the member's membership or …

§421-12 General and special meetings; how called. Within thirty days after the incorporation of an association the members thereof shall hold an organization meeting at a time and place fixed by the temporary board of directors. Not less than ten days' written notice thereof shal…

§421-13 Directors. (a) The business of the association shall be managed by a board of not less than three directors; at least two-thirds of the directors shall be members of the association or officers, directors, or members of a member association. A director shall hold office f…

§421-14 Removal of director. Any member may ask for the removal of a director by filing charges with the secretary or president of the association, together with a petition signed by five per cent of the members requesting the removal of the director in question. The removal shal…

§421-15 Officers. The board shall elect a president, a secretary, and a treasurer, and may elect one or more vice presidents, and such other officers as may be authorized in the bylaws. The president and at least one of the vice presidents must be members and directors, but a vic…

§421-16 Removal of officer. Any member may bring charges of misconduct or incompetency against an officer by filing them with the secretary or president of the association, together with a petition signed by ten per cent of the members requesting the removal of the officer in que…

§421-17 Referendum. The articles or bylaws may provide that upon demand of two-fifths of all the directors, any matter of policy that has been approved or passed by the board must be referred to the members for their approval before it becomes effective. No referendum shall be al…

§421-18 Contracts between association and members. (a) Period, withdrawal. The bylaws may require members to execute contracts with the association in which the members agree to patronize the facilities created by the association, and to sell all or a specified part of their prod…