Title 48, Securities, Corporations And Associations

(a) The charter or bylaws must specify the terms of directors. Except for designated or appointed directors, the terms of directors may not exceed five (5) years. In the absence of any term specified in the charter or bylaws, the term of each director shall be one (1) year. Direc…

The charter or bylaws may provide for dividing the total number of directors into groups and staggering the terms of directors. The terms of office of the several groups need not be uniform.

(a) A director may resign at any time by delivering written notice to the board of directors, its chair or president, or to the corporation. (b) A resignation is effective when the notice is effective unless the notice specifies a later effective date. If a resignation is made ef…

(a) The members may remove one (1) or more directors elected by them with or without cause, unless the charter provides that directors may be removed only for cause. The charter or bylaws may specify what constitutes cause for removal. (b) If a director is elected by a class, cha…

(a) A designated director may be removed by an amendment to the charter or bylaws deleting or changing the designation. (b) Except as otherwise provided in the articles or bylaws, an appointed director may be removed without cause by the person appointing the director. The person…

(a) Any court of record having equity jurisdiction in the county where a corporation's principal office (or if none in this state, its registered office) is located may remove any director of the corporation from office in a proceeding commenced either by the corporation, its mem…

(a) Unless the charter or bylaws provide otherwise, and except as provided in subsections (b) and (c), if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors or a vacancy resulting from a removal with or without caus…

Unless the charter or bylaws provide otherwise, the board of directors may fix the compensation of directors.

(a) If the time and place of a directors' meeting is fixed by the bylaws or the board, the meeting is a regular meeting. All other meetings are special meetings. (b) A board of directors may hold regular or special meetings in or out of this state. Unless the charter or bylaws ot…

(a) Unless the charter or bylaws provide otherwise, action required or permitted by chapters 51-68 of this title to be taken at a board of directors' meeting may be taken without a meeting. If all directors consent to taking such action without a meeting, the affirmative vote of …

(a) Unless the charter, bylaws or subsection (c) provide otherwise, regular meetings of the board may be held without notice. (b) Unless the charter, bylaws or subsection (c) provide otherwise, special meetings of the board must be preceded by at least two (2) days' notice to eac…

(a) A director may waive any notice required by chapters 51-68 of this title, the charter or bylaws before or after the date and time stated in the notice. Except as provided in subsection (b), the waiver must be in the form of a document, signed by the director entitled to the n…

(a) Except as otherwise provided in chapters 51-68 of this title, the charter or bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. In no event may the charter or bylaws authorize a quorum of fewer than …

(a) Unless the charter or bylaws provide otherwise, a board of directors may create one (1) or more committees of the board. A committee may consist of one (1) natural person. Except as provided in § 48-58-703, members of committees of the board of directors may be members of the…

(a) A director shall discharge all duties as a director, including duties as a member of a committee:(1) In good faith;(2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and(3) In a manner the director reasonably believes…

(a) Unless the director complies with the applicable standards of conduct described in § 48-58-301, a director who votes for or assents to a distribution made in violation of chapters 51-68 of this title or the charter is personally liable to the corporation for the amount of the…

(a) A corporation may not lend money to or guarantee the obligation of a director or officer of the corporation. (b) This section does not apply to loans and guarantees authorized or permitted by any other statute that regulates any special class of corporation. (c) This section …

(a) A corporation has the officers described in its bylaws or designated by its board of directors in accordance with the bylaws; provided, that every corporation shall have a president and a secretary. Unless the charter or bylaws provide otherwise, officers shall be elected or …

Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties and authori…

(a) An officer with discretionary authority shall discharge all duties under that authority:(1) In good faith;(2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and(3) In a manner the officer reasonably believes to be in …

(a) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is effective unless the notice specifies a later effective date. If a resignation is made effective at a later date and the corporation accepts the later effe…

(a) The appointment of an officer does not itself create contract rights. (b) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer. (c…

When a corporation, organized under the laws of this state, has caused or shall cause to be insured the life of any director, officer, agent, or employee, or when such corporation is named as a beneficiary in or assignee of any policy of life insurance, due authority to effect, a…

(1) In this part:(1) “Corporation” includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction;(2) “Director” means an individual who is or was a director of…

(a) Except as provided in subsection (d), a corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if:(1) The individual's conduct was in good faith; and(2) The individual reaso…

Unless limited by its charter, a corporation shall indemnify a director to the extent the director was successful, on the merits or otherwise, or who is immune from suit under § 48-58-601, in the defense of any proceeding to which the director was a party because the director is …

(a) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if:(1) The director furnishes the corporation a document of the director's good faith belief that the directo…

(1) Unless a corporation's charter provides otherwise, a director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court, after g…

(a) A corporation may not indemnify a director who is not a qualified director under § 48-58-502 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the st…

(1) Unless a corporation's charter provides otherwise:(1) An officer of the corporation who is not a director is entitled to mandatory indemnification under § 48-58-503, and is entitled to apply for court-ordered indemnification under § 48-58-505 in each case, to the same extent …

A corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as …

(a) (1) The indemnification and advancement of expenses granted pursuant to, or provided by, chapters 51-68 of this title shall not be deemed exclusive of any other rights to which a director or officer seeking indemnification or advancement of expenses may be entitled, whether c…

(a) Any action alleging breach of fiduciary duties by directors or officers, including alleged violations of the standards established in § 48-58-301, §§ 48-58-701 — 48-58-704, or § 48-58-403, must be brought within one (1) year from the date of such breach or violation. In the e…

(1) As used in this part:(1) “Control” or “controlled by” means:(A) Having the power, directly or indirectly, to elect or remove a majority of the members of the board of directors or other governing body of an entity, whether through the ownership of voting memberships, voting r…

(a) A transaction effected or proposed to be effected by the corporation (or by an entity controlled by the corporation) may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director or officer of the corporation, in a proce…

(a) Directors' action respecting a director's or officer's conflicting interest transaction is effective for purposes of § 48-58-702 if the transaction has been authorized by the affirmative vote of a majority (but no fewer than two (2)) of the qualified directors who voted on th…

(a) Members' action respecting a director's or officer's conflicting interest transaction is effective for purposes of § 48-58-702(b)(2) if a majority of the votes cast by the holders of all qualified memberships are in favor of the transaction after:(1) Notice to members describ…