Title 35, Title 35

(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: (a) (i) the director acted in good faith; and (ii) the director reasona…

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 was a director of the corporation against expenses incurred by the director in connection with t…

(1) A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse expenses incurred in connection with the proceeding by an individual who is a party to the proceeding because that individual is a director if the director delivers to the corpo…

(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 may not indemnify a director under 35-14-851 unless authorized for a specific proceeding after a determination has been made that indemnification is permissible because the director has met the relevant standard of conduct set forth in 35-14-851. (2) The determi…

(1) A corporation may indemnify and advance expenses under 35-14-850 through 35-14-859 to an officer who is a party to a proceeding because the person is an officer: (a) to the same extent as a director; and (b) if the person is an officer but not a director, to any further exten…

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 corporation's request as a director, officer, partner, trustee, employee, or agent of…

(1) A corporation may, by a provision in its articles of incorporation or bylaws or in a resolution adopted or a contract approved by the board of directors or shareholders, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification i…

A corporation may provide indemnification or advance expenses to a director or an officer only as permitted by 35-14-850 through 35-14-859.

For the purposes of 35-14-860 through 35-14-863, unless otherwise specified, the following definitions apply: (1) "Control" or "controlled by" means: (a) having the power, directly or indirectly, to elect or remove a majority of the members of the board of directors or other gove…

(1) A transaction effected or proposed to be effected by the corporation or by an entity controlled by the corporation may not be the subject of equitable relief or give rise to an award of damages or other sanctions against a director of the corporation in a proceeding by a shar…

(1) Directors' action respecting a director's conflicting interest transaction is effective for purposes of 35-14-861(2)(a) if the transaction has been authorized by the affirmative vote of a majority, but no fewer than two, of the qualified directors who voted on the transaction…

(1) Shareholders' action respecting a director's conflicting interest transaction is effective for purposes of 35-14-861(2)(b) if a majority of the votes cast by the holders of all qualified shares are in favor of the transaction after: (a) notice to shareholders describing the a…

(1) If a director or officer pursues or takes advantage of a business opportunity directly, or indirectly through or on behalf of another person, that action may not be the subject of equitable relief or give rise to an award of damages or other sanctions against the director, of…

As used in this part, the following definitions apply: (1) "Conversion" means a transaction pursuant to 35-14-930 through 35-14-935. (2) "Converted entity" means the converting entity as it continues in existence after a conversion. (3) "Converting entity" means the domestic corp…

(1) This part may not be used to effect a transaction that: (a) converts or domesticates a company organized on the mutual principle to one organized on the basis of share ownership; (b) converts or domesticates banks and trust companies regulated under Title 32, chapter 1; (c) c…

If a domestic or foreign corporation or eligible entity may not be a party to a merger without the approval of the attorney general, the state auditor, the department of administration, or the public service commission and the applicable statutes or regulations do not specificall…

A transaction effected under this part does not create or impair a right, duty, or obligation of a person under the laws of this state other than this part relating to a change in control, business combination, control-share acquisition, or a similar transaction involving a domes…

(1) By complying with the provisions of 35-14-920 through 35-14-924 applicable to foreign corporations, a foreign corporation may become a domestic corporation if the domestication is permitted by the organic law of the foreign corporation. (2) By complying with the provisions of…

In the case of a domestication of a domestic corporation into a foreign jurisdiction, the plan of domestication must be adopted in the following manner: (1) The plan of domestication must first be adopted by the board of directors. (2) (a) The plan of domestication must then be a…

(1) After: (a) a plan of domestication of a domestic corporation has been adopted and approved as required by this chapter; or (b) a foreign corporation that is a domesticating corporation has approved a domestication as required under its organic law, articles of domestication m…

(1) A plan of domestication of a domestic corporation may be amended: (a) in the same manner the plan was approved if the plan does not provide for the manner in which it may be amended; or (b) in the manner provided in the plan, except that a shareholder that was entitled to vot…

(1) When a domestication becomes effective: (a) all property owned by and every contract right possessed by the domesticating corporation are the property and contract rights of the domesticated corporation without transfer, reversion, or impairment; (b) all debts, obligations, a…

(1) By complying with 35-14-930 through 35-14-935, a domestic corporation may become: (a) a domestic eligible entity; or (b) a foreign eligible entity if the conversion is permitted by the organic law of the foreign entity. (2) By complying with 35-14-930 through 35-14-935 and ap…

(1) A domestic corporation may convert to a domestic or foreign eligible entity under 35-14-930 through 35-14-935 by approving a plan of conversion. The plan of conversion must include: (a) the name of the converting corporation; (b) the name, jurisdiction of formation, and type …

In the case of a conversion of a domestic corporation to a domestic or foreign eligible entity, the plan of conversion must be adopted in the following manner: (1) The plan of conversion must first be adopted by the board of directors. (2) (a) The plan of conversion must then be …

(1) After: (a) a plan of conversion of a domestic corporation has been adopted and approved as required by this chapter; or (b) a domestic or foreign eligible entity that is the converting entity has approved a conversion as required under its organic law, articles of conversion …

(1) A plan of conversion of a converting entity that is a domestic corporation may be amended: (a) in the same manner the plan was approved if the plan does not provide for the manner in which it may be amended; or (b) in the manner provided in the plan, except that shareholders …

(1) When a conversion becomes effective: (a) all property owned by and every contract right possessed by the converting entity remain the property and contract rights of the converted entity without transfer, reversion, or impairment; (b) all debts, obligations, and other liabili…

The legislature hereby reserves the power to prescribe such regulations and provisions governing any and all associations incorporated under this chapter as it may deem advisable. Such regulations and provisions shall be binding on associations incorporated at the time such regul…

No association organized under this chapter shall be required to do or perform anything not specially required herein in order to become a corporation, or to continue its business as such.

(1) Associations formed under this chapter are bodies corporate and politic for the period for which they are organized, which may be of perpetual duration. (2) An association formed under this chapter may: (a) sue and be sued; (b) have a common seal that the association may alte…

An out-of-state entity that distributes its proceeds and savings according to this section or the law of the state where it is incorporated is entitled to all rights, exemptions, and privileges of a cooperative association as provided in Title 35 if it is authorized to transact b…

(1) Whenever three or more persons desire to incorporate as a cooperative association for the purpose of trade or of carrying out any branch of industry or the purchase and distribution of commodities for consumption or in the borrowing or lending of money among members for indus…

No person shall be permitted to subscribe for or control or own more or less than one share of the common stock of such association.

As soon as the initial shares of the capital stock have been subscribed, the commissioners shall convene a meeting of the subscribers for the purpose of electing directors, adopting bylaws, and transacting other business properly before them. Notice of the meeting must be given t…

(1) The commissioners shall make a full report of the first meeting, including a copy of the notice provided for in 35-15-203, a copy of the subscription list, a copy of the bylaws adopted by the association, and the names of the directors elected and their respective terms of of…

At any time after the filing of the certificate of complete organization, the articles of incorporation may be amended. Any amendment of the articles of incorporation must be first approved by two-thirds of the directors and then adopted by a vote of not less than two-thirds of t…

All bylaws shall be adopted by the stockholders of the association and may be amended at a meeting of the stockholders by a majority of those stockholders voting thereon or as otherwise provided in the bylaws. Amendments of the bylaws shall be fully effective upon adoption as pro…

(1) The secretary of state shall establish by rule fees for filing documents and issuing certificates as required by this chapter. (2) The secretary of state shall establish by rule fees for copying documents, priority handling, transmitting or filing facsimile copies, and provid…

(1) The secretary of state may treat a facsimile copy of a document that is required to be filed under this chapter and the signatures on the facsimile copy in the same manner as an original for purposes of this chapter. If all other requirements are met, the date of filing relat…

An association licensed to operate under this chapter may, by a majority of its stockholders, increase its membership in such manner as may be provided in its bylaws, not inconsistent with any of the provisions of this chapter.

(1) Unless the bylaws provide otherwise, stockholders' meetings must be held at the principal office or another place as the board may determine. (2) An annual stockholders' meeting must be held at the time fixed in or pursuant to the bylaws. In the absence of a bylaw provision, …

At any regularly called general or special meeting of the stockholders of cooperative associations, a written vote received by mail from any absent stockholder and signed by the stockholder may be read in the meeting and must be equivalent to a vote of each of the signing stockho…

(1) Directors of associations organized under this chapter shall be elected by the stockholders and hold their office for such period of time as shall be provided in the bylaws. (2) The board of directors, who shall exercise the corporate powers invested in such association, shal…

All cooperative corporations, companies, or associations organized before March 5, 1915, and doing business under prior statutes or which have attempted to so organize and do business shall have the benefit of 35-15-303, 35-15-411, and 35-15-412 and be bound thereby on filing wit…