Title 48, Securities, Corporations And Associations

(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…

(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…

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

(a) Unless chapters 51-68 of this title, the charter, bylaws, the members (acting pursuant to subsection (b)), or the board of directors (acting pursuant to subsection (c)) require a greater vote or voting by class, an amendment to a corporation's charter to be adopted must be ap…

(a) The members of a class are entitled to vote as a class on a proposed amendment to the charter if the amendment would:(1) Affect the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer of memberships in …

(1) A corporation amending its charter shall deliver to the secretary of state for filing articles of amendment setting forth:(1) The name of the corporation;(2) The text of each amendment adopted;(3) If an amendment provides for an exchange, reclassification, or cancellation of …

(a) A corporation's board of directors may restate its charter at any time with or without approval by members or any other person. (b) The restatement may include one (1) or more amendments to the charter. If the restatement includes an amendment requiring approval by the member…

(a) A corporation's charter may be amended without action by the board of directors, members or any other person pursuant to § 48-60-301 to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under the authority of a law of the United States…

(a) Except as provided in subsections (b), (c), and (d), an amendment to the charter does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than members of the co…

If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors, may adopt one (1) or more amendments to the corporation's bylaws, subject to any approval required pursuant to § 48-60-301. The corporation shall provide n…

(a) A corporation's board of directors may amend or repeal the corporation's bylaws unless:(1) The charter or chapters 51-68 of this title reserve this power exclusively to the members in whole or in part; or(2) The members in amending or repealing a particular bylaw provide expr…

(a) If expressly authorized by the charter, the members may adopt or amend a bylaw that fixes a greater quorum or voting requirement for members (or voting groups of members) than is required by chapters 51-68 of this title. The adoption or amendment of a bylaw that adds, changes…

(a) A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed:(1) By written approval of any person or persons whose approval is required by a charter provision authorized by § 48-60-301;(2) If originally adopted by the member…

(a) The members of a class in a corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would:(1) Affect the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer of m…

(a) Property held in trust by a corporation or otherwise dedicated to a charitable purpose may not be diverted from its purpose by an amendment of its bylaws unless the corporation obtains an appropriate order of a court of competent jurisdiction to the extent required by and pur…

The charter may require an amendment to the charter or bylaws to be approved in writing by a specified person or persons other than the board or members. Such a charter provision may only be amended with the approval of such person or persons in the form of a document.

(a) Any amendment to the charter or bylaws which would terminate all members or any class of members or redeem or cancel all memberships of any class of memberships must meet the requirements of chapters 51-68 of this title and this section. (b) Before adopting a resolution propo…

(1) As used in this chapter, unless the context otherwise requires:(1) “Converted entity” means the domestic corporation or domestic unincorporated entity that adopts a plan of entity conversion or the foreign unincorporated entity converting to a domestic corporation;(2) “Eligib…

(a) Subject to the limitations on public benefit corporations in § 48-61-122, one (1) or more domestic nonprofit corporations may merge with one (1) or more domestic or foreign nonprofit corporations or eligible entities pursuant to a plan of merger, or two (2) or more foreign no…

(a) Subject to the limitations on public benefit corporations in § 48-61-122, through a membership exchange:(1) A domestic nonprofit corporation may acquire all of the memberships of one (1) or more classes or series of memberships of another domestic or foreign nonprofit corpora…

(1) In the case of a domestic nonprofit corporation that is a party to a merger or membership exchange:(1) The plan of merger or membership exchange shall be adopted by the board of directors of each party to the merger or membership exchange and approved by the members, if any, …

(a) Subject to the limitations on public benefit corporations in § 48-61-122, a domestic parent corporation owning at least ninety percent (90%) of the voting memberships or eligible interests of each class and series of a domestic or foreign subsidiary corporation or eligible in…

(a) After a plan of merger or membership exchange has been adopted and approved as required by chapters 51-68 of this title, and at any time before the merger or membership exchange has become effective, the merger or membership exchange may be abandoned (subject to any contractu…

(a) After a plan of merger or membership exchange has been adopted and approved as required by this chapter, articles of merger or membership exchange shall be executed on behalf of each party to the merger or membership exchange by an officer or other duly authorized representat…

(a) When a merger becomes effective:(1) The corporation or eligible entity that is designated in the plan of merger as an entity surviving the merger shall survive, and the separate existence of every other corporation or eligible entity that is a party to the merger shall cease;…

(a) Subject to the limitations on public benefit corporations in § 48-61-122, a domestic nonprofit corporation may become a domestic unincorporated entity pursuant to a plan of entity conversion. (b) Subject to the limitations on public benefit corporations in § 48-61-122, a dome…

(a) A plan of entity conversion must include:(1) A statement of the type of other entity the survivor will be and, if it will be a foreign other entity, its jurisdiction of organization;(2) The terms and conditions of the conversion;(3) The manner and basis of converting the memb…

(1) In the case of an entity conversion of a domestic nonprofit corporation to a domestic or foreign unincorporated entity:(1) The plan of entity conversion must be adopted by the board of directors;(2) After adopting the plan of entity conversion, the board of directors must sub…

(a) After the conversion of a domestic nonprofit corporation to a domestic unincorporated entity has been adopted and approved as required by this chapter, articles of entity conversion shall be executed on behalf of the corporation by any officer or other duly authorized represe…

(a) Whenever a domestic nonprofit corporation has adopted and approved, in the manner required by this chapter, a plan of entity conversion providing for the corporation to be converted to a foreign unincorporated entity, articles of charter surrender shall be executed on behalf …

(a) When a conversion under § 48-61-111 takes effect:(1) All title to real and personal property, both tangible and intangible, of the converting entity remains in the survivor without reversion or impairment;(2) All obligations and liabilities of the converting entity continue a…

(a) Unless otherwise provided in a plan of entity conversion of a domestic nonprofit corporation, after the plan has been adopted and approved as required by § 48-61-111, and at any time before the entity conversion has become effective, it may be abandoned by the board of direct…

(a) Subject to the limitations on public benefit corporations in § 48-61-122, a domestic nonprofit corporation may become a domestic business corporation pursuant to a plan of for-profit conversion. (b) Subject to the limitations on public benefit corporations in § 48-61-122, a d…

(1) In the case of a conversion of a domestic nonprofit corporation to a domestic or foreign for-profit corporation:(1) The plan of for-profit conversion must be adopted by the board of directors;(2) After adopting the plan of nonprofit conversion, the board of directors must sub…