Title 47 — CORPORATIONS

The death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy…

A transferee for value of shares subject to an irrevocable appointment may revoke the appointment if the transferee did not know of its existence when the transferee acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificat…

Subject to §§ 47-1A-724 and 47-1A-724.1 and to any express limitation on the proxy's authority stated in the appointment form or electronic transmission, a corporation is entitled to accept the proxy's vote or other action as that of the shareholder making the appointment. Source…

A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure. The procedure may set forth: (1) Th…

If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, 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 shareholder. If the nam…

The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's aut…

Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or this chapter provide otherwise, a majority of the votes entitled to be cast on …

If the articles of incorporation or this chapter provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in §

The articles of incorporation may provide for a greater quorum or voting requirement for shareholders, or voting groups of shareholders, than is provided for by this chapter. An amendment to the articles of incorporation that adds, changes, or deletes a greater quorum or voting r…

Shareholders may cumulate their votes for directors. The right to cumulate votes for directors means that the shareholders are entitled to multiply the number of votes that they are entitled to cast by the number of directors for whom they are entitled to vote and cast the produc…

A corporation having any shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association shall, and any other corporation may, appoint one or more inspectors to act at a meeting o…

One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust, which may include anything consistent with its purpose, and transferring their shares to the t…

All or some of the parties to a voting trust may extend it for additional terms by signing written consent to the extension. An extension is valid for the duration stated in the extension agreement and is valid from the date the first shareholder signs the extension agreement. Th…

Two or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for this purpose. A voting agreement created under this section is not subject to the provisions of §§ 47-1A-730 and

An agreement among the shareholders of a corporation that complies with this section is effective among the shareholders and the corporation even though it is inconsistent with one or more other provisions of this chapter in that it: (1) Eliminates the board of directors or restr…

Any agreement authorized by § 47-1A-732 shall be: (1) Set forth in the articles of incorporation or bylaws and approved by all persons who are shareholders at the time of the agreement, or in a written agreement that is signed by all persons who are shareholders at the time of th…

The existence of an agreement authorized by § 47-1A-732 shall be noted conspicuously on the front or back of each certificate for outstanding shares or on the information statement required by §

An agreement authorized by § 47-1A-732 shall cease to be effective when shares of the corporation are listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association. If the agreement ce…

An agreement authorized by § 47-1A-732 that limits the discretion or powers of the board of directors shall relieve the directors of, and impose upon the person or persons in whom such discretion or powers are vested, liability for acts or omissions imposed by law on directors to…

The existence or performance of an agreement authorized by § 47-1A-732 is not a ground for imposing personal liability on any shareholder for the acts or debts of the corporation even if the agreement or its performance treats the corporation as if it were a partnership or result…

Incorporators or subscribers for shares may act as shareholders with respect to an agreement authorized by § 47-1A-732 if no shares have been issued when the agreement is made. Source: SL 2005, ch 239 , § 122.

Terms used in §§ 47-1A-741 to 47-1A-747 , inclusive, mean: (1) "Derivative proceeding," a civil suit in the right of a domestic corporation or, to the extent provided in § 47-1A-747 , in the right of a foreign corporation; (2) "Shareholder," includes a beneficial owner whose shar…

No shareholder may commence or maintain a derivative proceeding unless the shareholder: (1) Was a shareholder of the corporation at the time of the act or omission complained of or became a shareholder through transfer by operation of law from one who was a shareholder at that ti…

No shareholder may commence a derivative proceeding until: (1) A written demand has been made upon the corporation to take suitable action; and (2) Ninety days have expired from the date the demand was made unless the shareholder has earlier been notified that the demand has been…

If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding for such period as the court deems appropriate. Source: SL 2005, ch 239 , § 126.

A derivative proceeding shall be dismissed by the court on motion by the corporation if one of the groups specified in §§ 47-1A-744.1 or 47-1A-744.5 has determined in good faith after conducting a reasonable inquiry upon which its conclusions are based that the maintenance of the…

Unless a panel is appointed pursuant to § 47-1A-744.5 , the determination in § 47-1A-744 shall be made by: (1) A majority vote of independent directors present at a meeting of the board of directors if the independent directors constitute a quorum; or (2) A majority vote of a com…

None of the following is, by itself, cause for a director to be considered not independent for purposes of §§ 47-1A-744 to 47-1A-744.5 , inclusive: (1) The nomination or election of the director by persons who are defendants in the derivative proceeding or against whom action is …

If a derivative proceeding is commenced after a determination has been made rejecting a demand by a shareholder, the complaint shall allege with particularity facts establishing either (1) that a majority of the board of directors did not consist of independent directors at the t…

If a majority of the board of directors does not consist of independent directors at the time the determination is made, the corporation shall have the burden of proving that the requirements of § 47-1A-744 have been met. If a majority of the board of directors consists of indepe…

The court may appoint a panel of one or more independent persons upon motion by the corporation to make a determination whether the maintenance of the derivative proceeding is in the best interests of the corporation. In such case, the plaintiff has the burden of proving that the…

A derivative proceeding may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the corporation's shareholders or a class of shareholders, the court shall dire…

On termination of the derivative proceeding the court may: (1) Order the corporation to pay the plaintiff's reasonable expenses, including counsel fees, incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the corporation; (2) Order …

In any derivative proceeding in the right of a foreign corporation, the matters covered by §§ 47-1A-740 to 47-1A-747 , inclusive, shall be governed by the laws of the jurisdiction of incorporation of the foreign corporation except for §§ 47-1A-743 , 47-1A-745 , and

Except as provided in §§ 47-1A-732 to 47-1A-732.6 , inclusive, each corporation must have a board of directors. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed by or under the direction of, its board of…

The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe. Source: SL 2005, ch 239 , § 137.

A board of directors must consist of one or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws. The number of directors may be increased or decreased from time to time by amendment to, or in the manner provided in, t…

If the articles of incorporation authorize dividing the shares into classes, the articles may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes of shares. A class of shares entitled to elect one or more director…

The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected. The term of any other director expires at the next annual shareholders' meeting following the director's election unless the terms of the directors are st…

The articles of incorporation may provide for staggering the terms of directors by dividing the total number of directors into two or three groups, with each group containing as close to one-half or one-third of the total as possible. In that event, the terms of directors in the …

A director may resign at any time by delivering written notice to the board of directors, or its chair, or to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. Source: SL 2005, ch 239 , § 142.

The shareholders may remove one or more directors, with or without cause, unless the articles of incorporation provide that directors may be removed only for cause. If a director is elected by a voting group of shareholders, only the shareholders of that voting group may particip…

The circuit court of the county where a corporation's principal office is located, or, if none in this state, the circuit court of Hughes County, may remove a director of the corporation from office in a proceeding commenced by or in the right of the corporation if the court find…

Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors: (1) The shareholders may fill the vacancy; (2) The board of directors may fill the vacancy; or (3) If th…

Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors. Source: SL 2005, ch 239 , § 146.

The board of directors may hold regular or special meetings in or out of this state. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting …

Except to the extent that the articles of incorporation or bylaws 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 consen…

Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting. Unless the articles of incorporation or bylaws provide for a longer or shorter period, spec…

A director may waive any notice required by this chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. Except as provided by this section, the waiver must be in writing, signed by the director entitled to the notice, and filed w…

Unless the articles of incorporation or bylaws require a greater number or unless otherwise specifically provided in this chapter, a quorum of a board of directors consists of: (1) A majority of the fixed number of directors if the corporation has a fixed board size; or (2) A maj…