Title 48, Securities, Corporations And Associations

(a) A corporation shall notify shareholders of the date, time, and place of each annual and special shareholders' meeting no fewer than ten (10) days nor more than two (2) months before the meeting date. Unless chapters 11-27 of this title or the charter requires otherwise, the c…

(a) A shareholder may waive any notice required by chapters 11-27 of this title, the charter, or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the shareholder entitled to the notice, and be delivered to the corporation …

(a) The bylaws may fix or provide the manner of fixing the record date for one (1) or more voting groups in order to determine the shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote, or to take any other action. If the bylaws do not f…

Each fiduciary, including such acting as executor, administrator, guardian, committee, agent, or trustee, who is a shareholder of record, whether the corporation issuing such shares is foreign or domestic, may waive notice or lapse of time pursuant to § 48-17-106 and may consent …

(a) Unless the charter or bylaws provide otherwise, and subject to guidelines and procedures as the corporation may adopt, a corporation may permit any or all shareholders and proxyholders to participate in a regular or special meeting by, and the corporation may conduct the meet…

(a) At each meeting of shareholders, a chair shall preside. The chair shall be appointed as provided in the bylaws or, in the absence of such provision, by the board. (b) The chair, unless the charter or bylaws provide otherwise, shall determine the order of business and shall ha…

(a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders' meeting. The list must be arranged by voting group (and within each voting group by class or series of…

(a) Except as provided in subsections (b) and (c) or unless the charter provides otherwise, each outstanding share, regardless of class, is entitled to one (1) vote on each matter voted on at a shareholders' meeting. Except as provided in subsection (f), only shares are entitled …

(a) A shareholder may vote such shareholder's shares in person or by proxy. (b) Without limiting the manner in which a shareholder may authorize another person or persons to act for the shareholder as proxy pursuant to this section, the following shall constitute a valid means by…

(a) 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. (b) The procedure may set forth…

(a) 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. (b) If…

(a) 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 charter or chapters 11-27 of this title provide otherwise, a majority of the votes entitled to be cast o…

(a) If the charter or chapters 11-27 of this title provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by the voting group as provided in § 48-17-206. (b) If the charter or chapters 11-27 of this title provide for voting by two …

(a) The charter may provide for a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is provided for by chapters 11-27 of this title. (b) An amendment to the charter that adds, changes, or deletes a greater quorum or voting requirement s…

(a) Unless otherwise provided in the charter, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. (b) Shareholders do not have a right to cumulate their votes for directors unless the cha…

A corporation may treat any of its shareholders as sui juris until written notice to the contrary is received by the corporation.

(a) One (1) stockholder, or two (2) or more stockholders by agreement, may in writing deposit capital stock of an original issue with or transfer capital stock to any person or entity authorized to act as trustee, for the purpose of vesting in the person or entity, who may be des…

(a) An agreement between two (2) or more shareholders, if in writing and signed by the parties thereto, may provide that, in exercising any voting rights, the shares held by them shall be voted as therein provided, or as they may agree, or as determined in accordance with a proce…

(a) A person may not commence a proceeding in the right of a domestic or foreign corporation unless the person was a shareholder of the corporation when the transaction complained of occurred or unless the person became a shareholder through transfer by operation of law from one …