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

1. A member may waive any notice required by this chapter , the articles, or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the member entitled to the notice, and be delivered to the corporation for inclusion in the minu…

1. 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 for fixing such a record date, the board may fix a future date as such a reco…

1. Unless prohibited or limited by the articles or bylaws, any action which may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter. 2. A written …

1. At each meeting of members, an individual shall preside as chair. The chair shall be appointed as follows: a. As provided in the articles of incorporation or bylaws. b. In the absence of a provision in the articles of incorporation or bylaws, by the board of directors. c. In t…

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 of each member and number of votes each member is entitled to cast a…

1. Except as provided in the articles of incorporation or bylaws, each member shall be entitled to one vote on each matter submitted to a vote of members. 2. Unless the articles or bylaws provide otherwise, if a membership stands of record in the names of two or more persons, the…

1. Unless this chapter or the articles or bylaws of a corporation provide for a higher or lower quorum, ten percent of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that matter. 2. A bylaw amendment to decrease the…

1. Unless this chapter or the articles or bylaws of a corporation 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, is the act of …

1. Unless the articles or bylaws of a corporation prohibit or limit proxy voting, a member or the member’s agent or attorney in fact may appoint a proxy to vote or otherwise act for the member by signing an appointment form or by an electronic transmission. An electronic transmis…

1. If the articles or bylaws of a corporation 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 casting the product for a single can…

A corporation may provide in its articles or bylaws for election of directors by members or delegates on the basis of chapter or other organizational unit, by region or other geographic unit, by preferential voting, or by any other reasonable method. 2004 Acts, ch 1049, §69, 192

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 effect as the act of the member. 2. If the name si…

1. A corporation with members may appoint one or more inspectors to act at a meeting of members and to make a report in the form of a record of the inspectors’ determinations. Each inspector shall execute the duties of inspector impartially and according to the best of the inspec…

1. Two or more members of a corporation may provide for the manner in which they will vote by signing an agreement for that purpose. For public benefit corporations, such agreements must have a reasonable purpose not inconsistent with the corporation’s public or charitable purpos…

1. Each corporation must have a board of directors. 2. Except as otherwise provided in this chapter or subsection 3 , all corporate powers shall be exercised by or under the authority of, and the affairs of the corporation managed under the direction of, and subject to the oversi…

All directors of a corporation must be individuals. The articles or bylaws may prescribe other qualifications for directors. 2004 Acts, ch 1049, §73, 192

1. The board of directors of a corporation must consist of one or more individuals, with the number specified in or fixed in accordance with the articles or bylaws. 2. The number of directors may be increased or decreased from time to time by amendment to or in the manner prescri…

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 provide some other time or method of election, or provide that some of…

1. The articles or bylaws of a corporation may specify the terms of directors. If the term is not specified in the articles or bylaws, the term of a director is one year. Except for designated or appointed directors, and except as otherwise provided in the articles or bylaws, the…

The articles or bylaws of a corporation may provide for staggering the terms of directors by dividing the total number of directors into groups. The terms of the several groups need not be uniform. 2004 Acts, ch 1049, §77, 192

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…