Title XII, BUSINESS ENTITIES (Ch. 486 - 504C)

1. A director of a corporation may resign at any time by delivering written notice to the board of directors, its presiding officer, or the president or secretary. 2. A resignation is effective when the notice is effective unless the notice specifies a later effective date. If a …

1. The members of a corporation may remove one or more directors elected by the members without cause. 2. If a director is elected by a class, chapter, or other organizational unit or by region or other geographic grouping, the director may be removed only by the members of that …

1. A designated director of a corporation may be removed by an amendment to the articles or bylaws deleting or changing the designation. 2. a. Except as otherwise provided in the articles or bylaws, an appointed director may be removed without cause by the person appointing the d…

1. The district court of the county where a corporation’s principal office is located or if there is no principal office located in this state, where the registered office is located, may remove a director of the corporation from office in a proceeding commenced by or in the righ…

1. Unless the articles or bylaws of a corporation provide otherwise, and except as provided in subsections 2 and 3 , if a vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors, any of the following may occur: a. The me…

Unless the articles or bylaws of a corporation provide otherwise, a board of directors may fix the compensation of directors. 2004 Acts, ch 1049, §83, 192

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 this state. 3. Unless the articles or bylaws …

1. Except to the extent the articles or bylaws of a corporation require that action by the board of directors be taken at a meeting, action required or permitted by this chapter to be taken by the board of directors may be taken without a meeting if each director signs a consent …

1. Unless the articles or bylaws of a corporation, or subsection 3 , provide otherwise, regular meetings of the board may be held without notice. 2. Unless the articles, bylaws, or subsection 3 provide otherwise, special meetings of the board must be preceded by at least two days…

1. A director may at any time waive any notice required by this chapter , the articles, or bylaws. Except as provided in subsection 2 , the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or the corporate records. 2. A director…

1. Except as otherwise provided in this chapter , or the articles or bylaws of a corporation, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. 2. The articles or bylaws shall not authorize a quorum of fewer th…

1. Unless prohibited or limited by the articles or bylaws of a corporation, the 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 the pleasure of the b…

1. Each member of the board of directors of a corporation, when discharging the duties of a director, shall act in conformity with all of the following: a. In good faith. b. In a manner the director reasonably believes to be in the best interests of the corporation. 2. The member…

1. A director shall not be liable to the corporation or its members for any decision to take or not to take action, or any failure to take any action, as director, unless the party asserting liability in a proceeding establishes both of the following: a. That section 504.202, sub…

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 by the corporation on the basis of the director’s interest in the transaction i…

1. A corporation shall not lend money to or guarantee the obligation of a director or officer of the corporation. 2. This section does not apply to the situation where the director or officer is a full-time employee of the corporation and involves any of the following: a. An adva…

1. Unless a director complies with the applicable standards of conduct described in section 504.831 , a director who votes for or assents to a distribution made in violation of this chapter is personally liable to the corporation for the amount of the distribution that exceeds wh…

1. A director’s taking advantage, directly or indirectly, of a business opportunity shall not be the subject of equitable relief, or give rise to an award of damages or other sanctions against the director, in a proceeding by or in the right of a corporation on the ground that su…

1. Unless otherwise provided in the articles or bylaws of a corporation, a corporation shall have a president, a secretary, a treasurer, and such other officers as are appointed by the board. An officer may appoint one or more officers if authorized by the bylaws or the board of …

Each officer of a corporation 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 by the board to prescribe t…

1. An officer, when performing in such capacity, shall act in conformity with all of the following: a. In good faith. b. With the care that a person in a like position would reasonably exercise under similar circumstances. c. In a manner the officer reasonably believes to be in t…

1. An officer of a corporation 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 time. If a resignation is made effective at a future time and the board or appoint…

1. The appointment of an officer of a corporation does not itself create contract rights. 2. 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 contract rights, if any, with …

1. A 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 knowledge on the part of the other person that the s…

As used in this part, unless the context otherwise requires: 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 of a corporation or an individual who…

1. 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 all of the following apply: a. The individual acted in good faith. b. Th…

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 is or was a director of the corporation against reasonable expenses actually incurred by the dir…

1. A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding because the person is a director if the person delivers all of the following to the corporation: a. …

1. A director who is a party to a proceeding because the person is a director may apply for indemnification or an advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application, and after giving any notic…

1. A corporation shall not indemnify a director under section 504.852 unless authorized for a specific proceeding after a determination has been made that indemnification of the director is permissible because the director has met the standard of conduct set forth in section 504.…

1. A corporation may indemnify and advance expenses under this part to an officer of the corporation who is a party to a proceeding because the person is an officer, according to all of the following: a. To the same extent as to a director. b. If the person is an officer but not …

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 request of the corporation as a director, officer, partner, trustee, employee, or ag…

1. A corporation may, 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 members, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in acco…

A corporation may provide indemnification or advance expenses to a director or an officer only as permitted by this part. 2004 Acts, ch 1049, §110, 192

1. Except as otherwise provided in this chapter , a director, officer, employee, or member of a corporation is not liable for the corporation’s debts or obligations and a director, officer, member, or other volunteer is not personally liable in that capacity to any person for any…