Title 48, Securities, Corporations And Associations

(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 …

(a) Except as provided in subsection (c), each corporation must have a board of directors. (b) All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board of directors, subject to …

The charter 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 charter or bylaws so prescribe.

(a) A board of directors must consist of one (1) or more individuals, with the number specified in or fixed in accordance with the charter or bylaws. (b) The charter or bylaws may provide that the board of directors has power to fix or change the number of directors, including an…

If the charter authorizes dividing the shares into classes or series, the charter may also authorize the election of all or a specified number of directors by the holders of one (1) or more authorized classes or series of shares. Each class (or classes) or series of shares entitl…

(a) The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected. (b) The terms of all other directors expire at the next annual shareholders' meeting following their election unless their terms are staggered under §…

The charter may provide for staggering the terms of directors by dividing the total number of directors into two (2) or three (3) groups, with each group containing one half (½) or one third (⅓) of the total, as near as may be. In that event, the terms of directors in the first g…

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

(a) The shareholders may remove one (1) or more directors with or without cause unless the charter provides that directors may be removed only for cause. (b) If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in …

(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 a director of the corporation from office in a proceeding commenced either by the corporation or by its…

(a) Unless the charter provides otherwise, 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 cause:(1) The shareholders may fill the vacancy;(2) The board of…

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

(a) The board of directors may hold regular or special meetings in or out of this state. Unless the bylaws otherwise provide, special meetings of the board of directors may be called by the chair of the board, the president, or any two (2) directors. (b) Unless the charter or byl…

(a) Except to the extent that the charter or bylaws require that action by the board of directors be taken at a meeting, action required or permitted by chapters 11-27 of this title to be taken by the board of directors may be taken without a meeting if each director signs a cons…

(a) Unless the charter 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. (b) Unless the charter or bylaws provide for a longer or shorter period, special meetings of the board of…

(a) A director 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. Except as provided by subsection (b), the waiver must be in writing, signed by the director entitled to the notice, and fil…

(a) Unless the charter or bylaws require a greater number, 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 majority of the number of directors prescribed, or if no number is prescribed…

(a) Unless the charter or bylaws provide otherwise, the board of directors may create one (1) or more committees. A committee may consist of one (1) member. All members of committees of the board of directors which exercise powers of the board of directors must 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) A director who votes for or assents to a distribution made in violation of § 48-16-401 or the charter is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating such section or the charter if it i…

(a) A corporation has the officers described in its bylaws or designated by its board of directors in accordance with the bylaws. Unless the charter or bylaws provide otherwise, officers shall be elected or appointed by the board of directors. (b) A duly appointed officer may app…

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 of other of…

(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 delivered unless the notice specified a later effective date. If a resignation is made effective at a later date and the corporation accepts the future eff…

(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.

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 who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director of the corporation against reasonable expens…

(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 written affirmation of the director's good faith belief that …

(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 under § 48-18-502 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 standard of conduct set forth in §…

(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 § 48-18-503, and is entitled to apply for court-ordered indemnification under § 48-18-505, 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 11-27 of this title shall not be deemed exclusive of any other rights to which a director seeking indemnification or advancement of expenses may be entitled, whether contained in…

Any action alleging breach of fiduciary duties by directors or officers, including alleged violations of the standards established in § 48-18-301, § 48-18-403 or part 7 of this chapter, must be brought within one (1) year from the date of such breach or violation; provided, that …

(1) In this part:(1) “Control” (including “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 shares or interests,…

(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 § 48-18-702(b)(1) 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…

(a) Shareholders' action respecting a director's or officer's conflicting interest transaction is effective for purposes of § 48-18-702(b)(2) if a majority of the votes cast by the holders of all qualified shares are in favor of the transaction after:(1) Notice to shareholders de…

(a) A corporation may amend its charter at any time to add or change a provision that is required or permitted in the charter or to delete a provision not required in the charter. Whether a provision is required or permitted in the charter is determined as of the effective date o…

(1) Unless the charter provides otherwise, a corporation's board of directors may adopt one (1) or more amendments to the corporation's charter without shareholder action to:(1) Delete the names and addresses of the initial directors;(2) Delete the name and address of the initial…

(a) A corporation's board of directors may propose one (1) or more amendments to the charter for submission to the shareholders. (b) For the amendment to be adopted:(1) The board of directors shall recommend the amendment to the shareholders, unless the board of directors determi…

(a) The holders of the outstanding shares of a class are entitled to vote as a separate voting group (if shareholder voting is otherwise required by chapters 11-27 of this title) on a proposed amendment if the amendment would:(1) Increase or decrease the aggregate number of autho…

If a corporation has not yet issued shares, its board of directors or its incorporators, in the event that there is no board of directors, may adopt one (1) or more amendments to the corporation's charter.