Title 10, Corporations

1. The officers of a corporation must be individuals who are eighteen years of age or more exercising the functions of the offices and: a. Must include a president and a secretary, however designated; and b. May also include a treasurer, one or more vice presidents, and any other…

Unless the articles, bylaws, or a resolution adopted by the board, which is not inconsistent with the articles or bylaws, provides otherwise: 1. The president shall: a. Have general active management for the activities of the corporation; b. When present, preside at all meetings …

Unless the articles or bylaws provide otherwise, any number of offices or functions of those offices may be held or exercised by the same individual. If a record must be signed by individuals holding different offices or functions and an individual holds or exercises more than on…

In the absence of an election or appointment of officers by the board or the members with voting rights, the individual or individuals exercising the functions of the principal officers of the corporation are deemed to have been elected to those offices.

The election or appointment of an individual as an officer or agent does not, of itself, create contract rights. However, a corporation may enter into a contract with an officer or agent. The resignation or removal of an officer or agent is without prejudice to any contractual ri…

1. An officer may resign by giving written notice to the corporation. The resignation is effective without acceptance when the notice is given to the corporation, unless a later effective date is specified in the notice. 2. With respect to removal: a. Except as otherwise provided…

Unless prohibited by the articles or bylaws or by a resolution adopted by the board, an officer elected or appointed by the board, without the approval of the board, may delegate some or all of the duties and powers of an office to other individuals. An officer who delegates the …

1. An officer shall discharge the duties of an office in good faith, in a manner the officer reasonably believes to be in the best interests of the corporation, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. An indivi…

1. A corporation may have one or more classes of members or may have no members. In the absence of a provision in its articles or bylaws providing for members, a corporation has no members. a. If a corporation has no members, an action for which there is no specific provision of …

A corporation may issue certificates showing membership in the corporation. In lieu of a membership certificate, a corporation may issue preferred or common shares. Shares may be issued upon the terms and conditions that the board considers appropriate.

1. Except as provided in the articles or bylaws, a member of a corporation may not transfer a membership or a right arising from it. 2. When transfer rights have been provided, a restriction on them is not binding with respect to a member holding a membership issued before the ad…

1. A member of a corporation is not, as such, personally liable for the acts, debts, liabilities, or obligations of the corporation. 2. When authority to do so is conferred by the articles or bylaws and subject to any limitations, a corporation may levy dues, assessments, or fees…

A member may resign at any time. The resignation of a member does not relieve the member from any obligations the member may have to the corporation for dues, assessments, or fees or charges for goods or services.

1. A member may not be expelled or suspended, and a membership may not be terminated or suspended, except pursuant to a procedure that is fair and reasonable and is carried out in good faith. This section does not apply to the termination of a membership at the end of a fixed ter…

If authorized in its articles or bylaws, a corporation may buy the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditions in the articles or bylaws.

A corporation may provide in its articles or bylaws for delegates having some or all the authority of members. The articles or bylaws may set forth provisions relating to: 1. The characteristics, qualifications, rights, limitations, and obligations of the delegates, including the…

1. Unless the articles or bylaws provide otherwise, a corporation with voting members shall hold at least an annual meeting of voting members. 2. If an annual meeting of voting members has not been held during the preceding fifteen months, at least fifty members with voting right…

1. A corporation with voting members shall hold a special meeting of members: a. On call of its board or persons authorized to do so by the articles or bylaws; or b. If at least fifty members with voting rights or ten percent of the members with voting rights, whichever is less, …

1. The district court of the county where the principal executive office of a corporation is located may order a meeting to be held: a. If a meeting was not held within the earlier of six months after the fiscal yearend of the corporation or fifteen months after its last meeting:…

1. Except as otherwise provided in this chapter, notice of meetings of members must be given to every voting member as of the record date determined under section 10-33-69 unless: a. The meeting is an adjourned meeting and the date, time, and place of the meeting were announced a…

1. The board may fix a date not more than fifty days, or a shorter time period provided in the articles or bylaws, before the date of a meeting of members as the date for the determination of the members entitled to notice of and entitled to vote at the meeting. When a date is fi…

1. After fixing a record date for notice of and voting at a meeting, a corporation shall prepare an alphabetical list of the names of its members who are entitled to notice and to vote. The list must show the address and number of votes each member is entitled to vote at the meet…

Unless the articles or bylaws provide otherwise, each member with voting rights is entitled to one vote on each matter voted on by the members. If a membership stands of record in the names of two or more persons, their acts with respect to voting have the following effect: 1. If…

1. Unless this chapter or the articles or bylaws require a greater vote or voting by class and except for the election of directors which is governed by section 10-32.1-45, the members shall take action by the affirmative vote of the greater of: a. A majority of the members with …

A corporation may agree to submit a matter to its members whether or not the board determines, at any time after approving the matter, that the matter is no longer advisable and recommends that the members reject it.

An action required or permitted to be taken at a meeting of the members may be taken without a meeting by written action signed, or consented to by authenticated electronic communication, by all of the members entitled to vote on that action. 1. If the articles so provide, any ac…

1. Except as provided in subsection 5 and unless prohibited or limited by the articles or bylaws, an action that may be taken at a regular or special meeting of members may be taken without a meeting if the corporation mails or delivers a ballot to every member entitled to vote o…

1. This section shall be construed and applied to: a. Facilitate remote communication consistent with the applicable law; and b. Be consistent with reasonable practices concerning remote communication and with continued expansion of these practices. 2. Unless otherwise provided b…

1. Unless otherwise provided by the articles or bylaws, a quorum for a meeting of members is ten percent of the members entitled to vote at the meeting. 2. Except as provided in subdivision b, a quorum is necessary for the transaction of business at a meeting of members. a. If a …

1. If the articles or bylaws permit proxy voting, a member may cast or authorize the casting of a vote by: a. Filing a nonelectronic written appointment of a proxy signed by the member, with an officer of a corporation at or before the meeting at which the appointment is to be ef…

1. If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the record name of a member, the corporation if acting in good faith may accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member. 2. Unless the article…

1. To the extent permitted in the articles or bylaws, two or more members may provide for how they will vote by signing an agreement for that purpose. An agreement may be valid for a period of up to ten years. The agreement must have a reasonable purpose consistent with the purpo…

1. A corporation shall keep at its principal executive office correct and complete copies of its articles and bylaws, accounting records, voting agreements, and minutes of meetings of members, board of directors, and committees having any of the authority of the board of director…

If a corporation or an officer or director of the corporation violates this chapter, a court in this state, in an action brought by at least fifty members with voting rights or ten percent of the members with voting rights, whichever is less, or by the attorney general, may grant…

1. Except as provided in subsection 2, a corporation may lend money to, guarantee or pledge its assets as security for an obligation of, become a surety for, or otherwise financially assist a person, if the transaction, or a class of transactions to which the transaction belongs,…

A corporation, without a vote of the directors or its members, may advance money to its directors, officers, employees, or agents to cover expenses that can reasonably be anticipated to be incurred by them in the performance of their duties and for which they would be entitled to…

1. For purposes of this section: a. "Corporation" includes a domestic or foreign corporation that was the predecessor of the corporation referred to in this section in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction. …

1. Two or more corporations may merge or consolidate, resulting in a single corporation subject to this chapter. A merger or consolidation must be made as provided in sections 10-33-86 through 10-33-92. 2. A corporation may sell, lease, transfer, or dispose of all or substantiall…

A plan of merger or consolidation must contain: 1. The names of the corporations proposing to merge or consolidate; 2. The name of the surviving or new corporation; 3. The terms and conditions of the proposed merger or consolidation; 4. In the case of a merger, the manner and bas…

1. A plan of merger or consolidation must be approved and adopted by each constituent corporation as provided in this section. 2. If a constituent corporation has members with voting rights with respect to mergers and consolidations as required by section 10-33-42, the board of d…

1. Upon receiving the approval required by section 10-33-87 and after compliance with section 10-33-122 and section 10-33-144, if applicable, articles of merger or consolidation must be prepared that contain: a. The plan of merger or consolidation; b. A statement that the plan ha…

1. After a plan of merger or consolidation has been approved by each constituent corporation under section 10-33-87 and before the effective date of the plan, it may be abandoned: a. If each constituent corporation has approved the abandonment at a meeting: (1) By a majority of t…

1. A merger or consolidation is effective when the articles of merger or consolidation are filed with the secretary of state or on a later date named in the articles. 2. When a merger or consolidation becomes effective: a. The constituent corporations become a single corporation,…

When an act or instrument is considered necessary or appropriate to evidence the vesting of property or other rights in the single corporation, the persons with authority to do so under the articles or bylaws of each constituent corporation shall do the act or execute and deliver…

1. A corporation may merge or consolidate with a foreign corporation by following the procedures set forth in this section, if the merger or consolidation is permitted by the laws of the state under which the foreign corporation is incorporated. 2. Each corporation shall comply w…

Notwithstanding any provision of chapter 10-19.1 and this chapter, a corporation conducting activities as a hospital may merge with a corporation incorporated for profit and form a corporation incorporated under this chapter. 1. Notwithstanding chapter 57-02 or any other provisio…