Title 10 — Corporations

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…

1. A corporation may sell, lease, transfer, dispose of, or grant a security interest in all or substantially all of the property and assets only as provided in this section. 2. Unless otherwise provided in its articles or bylaws, a corporation, by affirmative vote of a majority o…

If a corporation dissolves, merges, substantially changes the use or purposes for which the corporation will use corporate assets, consolidates, transfers corporate assets, or grants a mortgage or other security interest in corporate assets, assets of the corporation or a constit…

1. Subject to section 10-33-122, a corporation may be dissolved: a. By the incorporators under section 10-33-97; b. By the board and members with voting rights under sections 10-33-98 through 10-33-103; or c. By order of a court under sections 10-33-106 through 10-33-113. 2. A co…

1. If the first board has not been named in the articles, designated or appointed pursuant to the articles, or elected under section 10-33-25, a corporation may be dissolved by the incorporators as provided in this section. 2. A majority of the incorporators shall sign articles o…

1. A corporation may be dissolved by the board and members with voting rights as provided in this section. 2. The board shall adopt a resolution proposing dissolution of the corporation by the affirmative vote of a majority of all directors. a. The resolution must include a plan …

1. If dissolution of the corporation is approved under section 10-33-98, the corporation shall: a. File with the secretary of state, together with the fees provided in section 10-33-140, a notice of intent to dissolve which must contain: (1) The name of the corporation; (2) The d…