Title 30, CORPORATIONS

30-30-509. MEMBERS' LIST FOR MEETING. (1) 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 must show the address and number of votes each memb…

30-30-510. VOTING ENTITLEMENT GENERALLY. (1) Unless the articles or bylaws provide otherwise, each member is entitled to one (1) vote on each matter voted on by the members, or by one (1) vote for each share of stock in a corporation that issues shares of stock instead of members…

30-30-511. QUORUM REQUIREMENTS. (1) Unless this act, the articles, or bylaws provide for a higher or lower quorum, ten percent (10%) of the votes entitled to be cast on a matter must be represented in person, by proxy, by mailed written ballot, by absentee ballot, or by means of …

30-30-512. VOTING REQUIREMENTS. (1) Unless this act, 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 quorum, …

30-30-513. PROXIES. (1) 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. (2) An appointment of a proxy is effective when r…

30-30-514. CUMULATIVE VOTING FOR DIRECTORS. (1) If the articles or bylaws specifically 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, …

30-30-515. OTHER METHODS OF ELECTING DIRECTORS. A corporation may provide in its articles or bylaws for election of directors by members or delegates: (1) On the basis of chapter or other organizational unit; (2) By region or other geographic unit, including voting district and, …

30-30-516. CORPORATION'S ACCEPTANCE OF VOTES. (1) If the name signed on a vote, consent, waiver or proxy appointment corresponds to the name of a member, the corporation, if acting in good faith, is entitled to accept the vote, consent, waiver or proxy appointment and give it eff…

30-30-517. VOTING AGREEMENTS. (1) If the articles or bylaws specifically allow for voting agreements, two (2) or more members may provide for the manner in which they will vote by signing an agreement for that purpose. Such agreements may be valid for a period of up to ten (10) y…

30-30-601. REQUIREMENT FOR AND DUTIES OF BOARD. (1) Each corporation must have a board of directors. (2) Except as provided in this act or subsection (3) of this section, all corporate powers shall be exercised by or under the authority of, and the affairs of the corporation mana…

30-30-602. QUALIFICATIONS OF DIRECTORS. All directors must be individuals. If the corporation is a cooperative, all directors must be members of the corporation, provided, that unless otherwise provided in the bylaws, a person who has the right to vote on behalf of an entity that…

30-30-603. NUMBER OF DIRECTORS. (1) The board of directors must consist of three (3) or more individuals, with the number specified in or fixed in accordance with the articles or bylaws. Notwithstanding the foregoing, the board of directors of a religious corporation must consist…

30-30-604. ELECTION, DESIGNATION AND APPOINTMENT OF DIRECTORS. (1) 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…

30-30-605. TERMS OF DIRECTORS GENERALLY. (1) The articles or bylaws must specify the terms of directors. Except for designated or appointed directors, the terms of directors may not exceed five (5) years. In the absence of any term specified in the articles or bylaws, the term of…

30-30-606. 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.

30-30-607. RESIGNATION OF DIRECTORS. (1) 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. (2) A resignation is effective when the notice is effective unless the notice specifies a fut…

30-30-608. REMOVAL OF DIRECTORS ELECTED BY MEMBERS OR DIRECTORS. (1) The members may remove one (1) or more directors elected by them without cause. (2) If a director is elected by a class, chapter or other organizational unit or by region or other geographic grouping, the direct…

30-30-609. REMOVAL OF DESIGNATED OR APPOINTED DIRECTORS. (1) A designated director may be removed by an amendment to the articles or bylaws deleting or changing the designation. (2) Appointed directors: (a) Except as otherwise provided in the articles or bylaws, an appointed dire…

30-30-610. VACANCY ON BOARD. (1) Unless the articles or bylaws provide otherwise, and except as provided in subsections (2) and (3) of this section, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors: (a) The mem…

30-30-611. COMPENSATION OF DIRECTORS. Unless the articles or bylaws provide otherwise, a board of directors may fix the compensation, fees, insurance or benefits, if any, of directors.

30-30-612. REGULAR AND SPECIAL MEETINGS. (1) 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. (2) A board of directors may hold regular or special meetings in or out of th…

30-30-613. ACTION WITHOUT MEETING. (1) Unless the articles or bylaws provide otherwise, action required or permitted by this act 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 evid…

30-30-614. CALL AND NOTICE OF MEETINGS. (1) Unless the articles, bylaws or subsection (3) of this section provides otherwise, regular meetings of the board may be held without notice. (2) Unless the articles, bylaws or subsection (3) of this section provides otherwise, special me…

30-30-615. WAIVER OF NOTICE. (1) A director may, at any time before, during or after the meeting, waive any notice required by this act, the articles or bylaws. Except as provided in subsection (2) of this section, the waiver must be in writing, signed by the director entitled to…

30-30-616. QUORUM AND VOTING. (1) Except as otherwise provided in this act, the articles or 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 quorum of…

30-30-617. COMMITTEES OF THE BOARD. (1) Unless prohibited or limited by the articles or bylaws, a board of directors may create one (1) or more committees of the board and appoint members of the board to serve on them. Each committee shall have two (2) or more directors, who serv…

30-30-618. GENERAL STANDARDS FOR DIRECTORS. (1) A director shall discharge his duties as a director, including his duties as a member of a committee: (a) In good faith; (b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; a…

30-30-619. DIRECTOR -- CONFLICT OF INTEREST. (1) 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 liabili…

30-30-620. LOANS TO OR GUARANTEES FOR DIRECTORS AND OFFICERS. (1) Except with regard to loan or guarantee programs available to all members, a corporation may not lend money to or guarantee the obligation of a director or officer of the corporation, provided that a cooperative co…

30-30-621. REQUIRED OFFICERS. (1) Unless otherwise provided in the articles or bylaws, a corporation shall have a president, a secretary, a treasurer and such other officers as are appointed by the board. Except in the case of religious corporations, any two (2) or more offices m…

30-30-622. 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 authorized…

30-30-623. STANDARDS OF CONDUCT FOR OFFICERS. (1) An officer with discretionary authority shall discharge his duties under that authority: (a) In good faith; (b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (c) In a…

30-30-624. RESIGNATION AND REMOVAL OF OFFICERS. (1) 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 futu…

30-30-625. 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 …

30-30-626. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS. (1) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, crimina…

30-30-701. AUTHORITY TO AMEND ARTICLES. 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 or to delete a provision not required in the articles. Whether a provision is required or permitted…

30-30-702. AMENDMENT OF ARTICLES BY DIRECTORS. (1) Unless the articles provide otherwise, a corporation's board of directors may adopt one (1) or more amendments to the corporation's articles without member approval: (a) To extend the duration of the corporation if it was incorpo…

30-30-703. AMENDMENT OF ARTICLES BY DIRECTORS AND MEMBERS. (1) Unless this act, the articles, bylaws, the members, acting pursuant to subsection (2) of this section, or the board of directors, acting pursuant to subsection (3) of this section, require a greater vote or voting by …

30-30-704. CLASS VOTING BY MEMBERS ON AMENDMENTS TO ARTICLES. (1) The members of a class in a corporation are entitled to vote as a class on a proposed amendment to the articles if the amendment would: (a) Affect the rights, privileges, preferences, restrictions or conditions of …

30-30-705. ARTICLES OF AMENDMENT. A corporation amending its articles shall deliver to the secretary of state articles of amendment setting forth: (1) The name of the corporation; (2) The text of each amendment adopted; (3) The date of each amendment's adoption; (4) If approval o…

30-30-706. RESTATED ARTICLES OF INCORPORATION. (1) A corporation's board of directors may restate its articles of incorporation at any time with or without approval by members or any other person. (2) The restatement may include one (1) or more amendments to the articles. If the …

30-30-707. EFFECT OF AMENDMENT AND RESTATEMENT OF ARTICLES. 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, any requirement or limitation imposed upon th…

30-30-708. AMENDMENT OF BYLAWS BY DIRECTORS. If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors, may adopt one (1) or more amendments to the corporation's bylaws subject to any approval required pursuant to …

30-30-709. AMENDMENT OF BYLAWS BY DIRECTORS AND MEMBERS. (1) Unless the articles or bylaws provide otherwise, an amendment to a corporation's bylaws to be adopted must be approved: (a) By a simple majority of the board; (b) By the members by a simple majority of the votes cast or…

30-30-710. CLASS VOTING BY MEMBERS ON AMENDMENTS TO BYLAWS. (1) If the members of a class in a corporation are entitled to vote as a class on amendments to the bylaws, they may vote as a class on a proposed amendment to the bylaws if the amendment would: (a) Affect the rights, pr…

30-30-801. APPROVAL BY THIRD PERSONS. The articles may require an amendment to the articles or bylaws to be approved in writing by a specified person or persons other than the board. Such an article provision may only be amended with the approval in writing of such person or pers…