Title BSC, Business Corporation

§ 702. Number of directors.\n (a) The board of directors shall consist of one or more members. The\nnumber of directors constituting the board may be fixed by the by-laws,\nor by action of the shareholders or of the board under the specific\nprovisions of a by-law adopted by the …

§ 703. Election and term of directors.\n (a) At each annual meeting of shareholders, directors shall be elected\nto hold office until the next annual meeting except as authorized by\nsection 704 (Classification of directors). The certificate of\nincorporation may provide for the …

§ 704. Classification of directors.\n (a) The certificate of incorporation or the specific provisions of a\nby-law adopted by the shareholders may provide that the directors be\ndivided into either two, three or four classes. All classes shall be as\nnearly equal in number as pos…

§ 705. Newly created directorships and vacancies.\n (a) Newly created directorships resulting from an increase in the\nnumber of directors and vacancies occurring in the board for any reason\nexcept the removal of directors without cause may be filled by vote of\nthe board. If th…

§ 706. Removal of directors.\n (a) Any or all of the directors may be removed for cause by vote of\nthe shareholders. The certificate of incorporation or the specific\nprovisions of a by-law adopted by the shareholders may provide for such\nremoval by action of the board, except …

§ 707. Quorum of directors.\n Unless a greater proportion is required by the certificate of\nincorporation, a majority of the entire board shall constitute a quorum\nfor the transaction of business or of any specified item of business,\nexcept that the certificate of incorporatio…

§ 708. Action by the board.\n (a) Except as otherwise provided in this chapter, any reference in\nthis chapter to corporate action to be taken by the board shall mean\nsuch action at a meeting of the board.\n * (b) Unless otherwise restricted by the certificate of incorporation\n…

§ 709. Greater requirement as to quorum and vote of directors.\n (a) The certificate of incorporation may contain provisions specifying\neither or both of the following:\n (1) That the proportion of directors that shall constitute a quorum\nfor the transaction of business or of a…

§ 710. Place and time of meetings of the board.\n Meetings of the board, regular or special, may be held at any place\nwithin or without this state, unless otherwise provided by the\ncertificate of incorporation or the by-laws. The time and place for\nholding meetings of the boar…

§ 711. Notice of meetings of the board.\n (a) Unless otherwise provided by the by-laws, regular meetings of the\nboard may be held without notice if the time and place of such meetings\nare fixed by the by-laws or the board. Special meetings of the board\nshall be held upon notic…

§ 712. Executive committee and other committees.\n (a) If the certificate of incorporation or the by-laws so provide, the\nboard, by resolution adopted by a majority of the entire board, may\ndesignate from among its members an executive committee and other\ncommittees, each cons…

§ 713. Interested directors.\n (a) No contract or other transaction between a corporation and one or\nmore of its directors, or between a corporation and any other\ncorporation, firm, association or other entity in which one or more of\nits directors are directors or officers, or…

§ 714. Loans to directors.\n (a) A corporation may not lend money to or guarantee the obligation of\na director of the corporation unless:\n (1) the particular loan or guarantee is approved by the shareholders,\nwith the holders of a majority of the votes of the shares entitled t…

§ 715. Officers.\n (a) The board may elect or appoint a president, one or more\nvice-presidents, a secretary and a treasurer, and such other officers as\nit may determine, or as may be provided in the by-laws.\n (b) The certificate of incorporation may provide that all officers o…

§ 716. Removal of officers.\n (a) Any officer elected or appointed by the board may be removed by\nthe board with or without cause. An officer elected by the shareholders\nmay be removed, with or without cause, only by vote of the shareholders,\nbut his authority to act as an off…

§ 717. Duty of directors.\n (a) A director shall perform his duties as a director, including his\nduties as a member of any committee of the board upon which he may\nserve, in good faith and with that degree of care which an ordinarily\nprudent person in a like position would use…

§ 718. List of directors and officers.\n (a) If a shareholder of a corporation, in person or by his attorney or\nagent, or a representative of the district attorney or of the secretary\nof state, the attorney general, or other state official, makes a written\ndemand on a corporat…

§ 719. Liability of directors in certain cases.\n (a) Directors of a corporation who vote for or concur in any of the\nfollowing corporate actions shall be jointly and severally liable to the\ncorporation for the benefit of its creditors or shareholders, to the\nextent of any inj…

§ 720. Action against directors and officers for misconduct.\n (a) An action may be brought against one or more directors or officers\nof a corporation to procure a judgment for the following relief:\n (1) Subject to any provision of the certificate of incorporation\nauthorized p…

§ 721. Nonexclusivity of statutory provisions for indemnification of\n directors and officers.\n The indemnification and advancement of expenses granted pursuant to,\nor provided by, this article shall not be deemed exclusive of any other\nrights to which a director or officer se…

§ 722. Authorization for indemnification of directors and officers.\n (a) A corporation may indemnify any person made, or threatened to be\nmade, a party to an action or proceeding (other than one by or in the\nright of the corporation to procure a judgment in its favor), whether…

§ 723. Payment of indemnification other than by court award.\n (a) A person who has been successful, on the merits or otherwise, in\nthe defense of a civil or criminal action or proceeding of the character\ndescribed in section 722 shall be entitled to indemnification as\nauthori…

§ 724. Indemnification of directors and officers by a court.\n (a) Notwithstanding the failure of a corporation to provide\nindemnification, and despite any contrary resolution of the board or of\nthe shareholders in the specific case under section 723 (Payment of\nindemnificatio…

§ 725. Other provisions affecting indemnification of directors and\n officers.\n (a) All expenses incurred in defending a civil or criminal action or\nproceeding which are advanced by the corporation under paragraph (c) of\nsection 723 (Payment of indemnification other than by co…

§ 726. Insurance for indemnification of directors and officers.\n (a) Subject to paragraph (b), a corporation shall have power to\npurchase and maintain insurance:\n (1) To indemnify the corporation for any obligation which it incurs as\na result of the indemnification of directo…

§ 727. Annual reports for certain transactions required.\n (a) A condominium created pursuant to the real property law or a\ncooperative housing corporation created pursuant to this chapter, shall,\nat least once each year:\n (1) require that each director, as defined in paragrap…

§ 801. Right to amend certificate of incorporation.\n (a) A corporation may amend its certificate of incorporation, from\ntime to time, in any and as many respects as may be desired, if such\namendment contains only such provisions as might be lawfully contained\nin an original c…

§ 802. Reduction of stated capital by amendment.\n (a) A corporation may reduce its stated capital by an amendment of its\ncertificate of incorporation under section 801 (Right to amend\ncertificate of incorporation) which:\n (1) Reduces the par value of any issued shares with pa…

§ 803. Authorization of amendment or change.\n (a) Amendment or change of the certificate of incorporation may be\nauthorized by vote of the board, followed by vote of a majority of all\noutstanding shares entitled to vote thereon at a meeting of\nshareholders; provided, however,…

§ 804. Class voting on amendment.\n (a) Notwithstanding any provision in the certificate of incorporation,\nthe holders of shares of a class shall be entitled to vote and to vote\nas a class upon the authorization of an amendment and, in addition to\nthe authorization of the amen…

§ 805. Certificate of amendment; contents.\n (a) To accomplish any amendment, a certificate of amendment, entitled\n"Certificate of amendment of the certificate of incorporation of\n...................................(name of corporation) under section\n805 of the Business Corpor…

§ 805-A. Certificate of change; contents.\n (a) Any one or more of the changes authorized by paragraph (b) of\nsection 803 (Authorization of amendment or change) may be accomplished\nby filing a certificate of change which shall be entitled "Certificate\nof change of .......... (…

§ 806. Provisions as to certain proceedings.\n (a) The department of state shall not file a certificate of amendment\nreviving the existence of a corporation unless the consent of the state\ntax commission to the revival is delivered to the department. If the\nname of the corpora…

§ 807. Restated certificate of incorporation.\n (a) A corporation, when authorized by the board, may restate in a\nsingle certificate the text of its certificate of incorporation without\nmaking any amendment or change thereby, except that it may include any\none or more of the a…

§ 808. Reorganization under act of congress.\n (a) Whenever a plan of reorganization of a corporation has been\nconfirmed by a decree or order of a court in proceedings under any\napplicable act of congress relating to reorganization of corporations,\nthe corporation shall have a…

§ 901. Power of merger or consolidation.\n (a) Two or more domestic corporations may, as provided in this\nchapter:\n (1) Merge into a single corporation which shall be one of the\nconstituent corporations; or\n (2) Consolidate into a single corporation which shall be a new\ncorp…

§ 902. Plan of merger or consolidation.\n (a) The board of each corporation proposing to participate in a merger\nor consolidation under section 901 (Power of merger or consolidation)\nshall adopt a plan of merger or consolidation, setting forth:\n (1) The name of each constituen…

§ 903. Authorization by shareholders.\n (a) The board of each constituent corporation, upon adopting such plan\nof merger or consolidation, shall submit such plan to a vote of\nshareholders in accordance with the following:\n (1) Notice of meeting shall be given to each sharehold…

§ 904. Certificate of merger or consolidation; contents.\n (a) After adoption of the plan of merger or consolidation by the board\nand shareholders of each constituent corporation, unless the merger or\nconsolidation is abandoned in accordance with paragraph (b) of section\n903 (…

§ 904-a. Merger or consolidation of corporations with other business\n entities; certificate of merger or consolidation.\n (a) After adoption of the agreement of merger or consolidation by the\nboard and shareholders of each corporation participating in the merger\nor consolidati…

§ 904-b. Merger or consolidation of business corporations into\n non-profit corporations.\n (a) A domestic business corporation may be merged or consolidated into\na domestic corporation formed under section two hundred one (Purposes)\nof the not-for-profit corporation law and au…

§ 905. Merger of parent and subsidiary corporations.\n (a) Any domestic corporation owning at least ninety percent of the\noutstanding shares of each class of another domestic corporation or\ncorporations may either merge such other corporation or corporations\ninto itself withou…

§ 906. Effect of merger or consolidation.\n (a) Upon the filing of the certificate of merger or consolidation by\nthe department of state or on such date subsequent thereto, not to\nexceed thirty days, as shall be set forth in such certificate, the\nmerger or consolidation shall …

§ 907. Merger or consolidation of domestic and foreign corporations.\n (a) One or more foreign corporations and one or more domestic\ncorporations may be merged or consolidated into a corporation of this\nstate or of another jurisdiction, if such merger or consolidation is\npermi…

§ 908. Guarantee authorized by shareholders.\n A guarantee may be given by a corporation, although not in furtherance\nof its corporate purposes, when authorized at a meeting of shareholders\nby two-thirds of the votes of all outstanding shares entitled to vote\nthereon. If autho…

§ 909. Sale, lease, exchange or other disposition of assets.\n (a) A sale, lease, exchange or other disposition of all or\nsubstantially all the assets of a corporation, if not made in the usual\nor regular course of the business actually conducted by such\ncorporation, shall be …

§ 910. Right of shareholder to receive payment for shares upon merger or\n consolidation, or sale, lease, exchange or other disposition of\n assets, or share exchange.\n (a) A shareholder of a domestic corporation shall, subject to and by\ncomplying with section 623 (Procedure to…

§ 911. Mortgage or pledge of, or security interest in, corporate\n property.\n The board may authorize any mortgage or pledge of, or the creation of\na security interest in, all or any part of the corporate property, or\nany interest therein, wherever situated. Unless the certifi…

§ 912. Requirements relating to certain business combinations.\n (a) For the purposes of this section:\n (1) "Affiliate" means a person that directly, or indirectly through\none or more intermediaries, controls, or is controlled by, or is under\ncommon control with, a specified p…

§ 913. Share exchanges.\n (a) (1) Two domestic corporations may, as provided in this section,\nparticipate in the consummation of a plan for binding share exchanges.\n (2) Whenever used in this article:\n (A) "Acquiring corporation" means a corporation that is participating\nin a…