10A-2A-13.01
Section 10A-2A-13.01 Definitions. Notwithstanding Chapter 1, in this Article 13: (1) "Affiliate"
means a person that directly or indirectly through one or more intermediaries controls, is
controlled by, or is under common control with another person or is a senior executive of
that person. For purposes of Section 10A-2A-13.02(b)(4), a person is deemed to be an affiliate
of its senior executives. (2) "Corporation" means the corporation that is the issuer
of the stock held by a stockholder demanding appraisal and, for matters covered in Section
10A-2A-13.22 through Section 10A-2A-13.31, includes the surviving organization of a merger.
(3) "Fair value" means the value of the corporation's stock determined: (i) immediately
before the effectiveness of the corporate action to which the stockholder objects; (ii) using
customary and current valuation concepts and techniques generally employed for similar businesses
in the context of the transaction requiring appraisal; and (iii) without...
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10A-2A-14.02
Section 10A-2A-14.02 Dissolution by board of directors and stockholders. (a) The board of directors
may propose dissolution for submission to the stockholders by first adopting a resolution
authorizing the dissolution. (b) For a proposal to dissolve to be adopted, it shall then be
approved by the stockholders. In submitting the proposal to dissolve to the stockholders for
approval, the board of directors shall recommend that the stockholders approve the dissolution,
unless (i) the board of directors determines that because of conflict of interest or other
special circumstances it should make no recommendation or (ii) Section 10A-2A-8.26 applies.
If either (i) or (ii) applies, the board of directors shall inform the stockholders of the
basis for its so proceeding. (c) The board of directors may set conditions for the approval
of the proposal for dissolution by stockholders or the effectiveness of the dissolution. (d)
If the approval of the stockholders is to be given at a meeting, the...
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10A-2A-14.05
Section 10A-2A-14.05 Effect of dissolution. (a) A dissolved corporation continues its existence
as a corporation but may not carry on any business except as is appropriate to wind up and
liquidate its business and affairs, including: (1) collecting its assets; (2) disposing of
its properties that will not be distributed in kind to stockholders; (3) discharging or making
provisions for discharging its liabilities; (4) distributing its remaining property among
its stockholders according to their interests; and (5) doing every other act necessary to
wind up and liquidate its business and affairs. (b) In winding up its business and affairs,
a corporation may: (1) preserve the corporation's business and affairs and property as a going
concern for a reasonable time; (2) prosecute, defend, or settle actions or proceedings whether
civil, criminal, or administrative; (3) transfer the corporation's assets; (4) resolve disputes
by mediation or arbitration; (5) merge or convert in accordance with...
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10A-2A-2.06
Section 10A-2A-2.06 Emergency bylaws. (a) Unless the certificate of incorporation provides
otherwise, the board of directors may adopt bylaws to be effective only in an emergency defined
in subsection (d). The emergency bylaws, which are subject to amendment or repeal by the stockholders,
may make all provisions necessary for managing the corporation during the emergency, including:
(1) procedures for calling a meeting of the board of directors; (2) quorum requirements for
the meeting; and (3) designation of additional or substitute directors. (b) All provisions
of the regular bylaws not inconsistent with the emergency bylaws remain effective during the
emergency. The emergency bylaws are not effective after the emergency ends. (c) Corporate
action taken in good faith in accordance with the emergency bylaws: (1) binds the corporation;
and (2) may not be used to impose liability on a director, officer, employee, or agent of
the corporation. (d) An emergency exists for purposes of this...
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10A-2A-7.07
Section 10A-2A-7.07 Record date for meeting. (a) The certificate of incorporation or bylaws
may fix or provide the manner of fixing the record date or dates for one or more voting groups
to determine the stockholders entitled to notice of a stockholders' meeting, to demand a special
meeting, to vote, or to take any other action. If the certificate of incorporation or bylaws
do not fix or provide for fixing a record date, the board of directors may fix the record
date. (b) A record date fixed under this section may not be more than 70 days before the meeting
or action requiring a determination of stockholders and may not be retroactive. (c) A determination
of stockholders entitled to notice of or to vote at a stockholders' meeting is effective for
any adjournment of the meeting unless the board of directors fixes a new record date or dates,
which it shall do if the meeting is adjourned to a date more than 120 days after the date
fixed for the original meeting. (d) If a court orders a...
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11-50-235
Section 11-50-235 Powers of corporation generally; provisions in mortgages, deeds of trust,
or pledge agreements executed by corporation as to rights of parties thereto, etc.; exemption
from taxation of property and income of corporation. (a) Each corporation formed under this
division shall have the following powers together with all powers incidental thereto or necessary
to the discharge thereof in corporate form: (1) To have succession by its corporate name for
the duration of time (which may be in perpetuity) specified in its certificate of incorporation
or until dissolved as provided in this division; (2) To sue and be sued and to defend civil
actions against it; (3) To make use of a corporate seal and to alter the same at pleasure;
(4) To acquire, purchase, construct, operate, maintain, enlarge, extend, and improve any system
or systems, the operation of which is provided for in the certificate of incorporation of
such corporation (whether or not such system or systems were in...
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11-50-314
Section 11-50-314 Powers of corporation generally; provisions in mortgages, deeds of trust,
or pledge agreements executed by corporation as to rights of parties thereto, etc. (a) Each
corporation formed or the certificate of incorporation of which is amended under this article
shall have the following powers together with all powers incidental thereto or necessary to
the discharge thereof in corporate form: (1) To have succession by its corporate name for
the duration of time (which may be in perpetuity) specified in its certificate of incorporation
or until dissolved as provided in this article; (2) To sue and be sued and to defend civil
actions against it; (3) To make use of a corporate seal and to alter the same at pleasure;
(4) To acquire, purchase, construct, operate, maintain, enlarge, extend, and improve any system
or systems, the operation of which is provided for in the certificate of incorporation of
such corporation or in any amendment thereto (whether or not such system or...
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11-54A-9
Section 11-54A-9 Powers of authority; all projects to be in development area. (a) The authority
shall have the following powers, together with all powers incidental thereto or necessary
to the discharge thereof in corporate form: (1) To have succession by its corporate name for
the duration of time, which may be perpetuity, subject to Section 11-54A-20, specified in
its certificate of incorporation. (2) To sue and be sued in its own name and to prosecute
and defend civil actions in any court having jurisdiction of the subject matter and of the
parties. (3) To adopt and make use of a corporate seal and to alter the same at pleasure.
(4) To adopt and alter bylaws for the regulation and conduct of its affairs and business.
(5) To acquire, whether by purchase, construction, exchange, gift, lease, or otherwise and
to refinance existing indebtedness on, improve, maintain, equip, and furnish one or more projects,
including all real and personal properties which the board of the authority may...
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11-92A-12
Section 11-92A-12 Powers of authority. An authority shall have the following powers, which
it may exercise in any county within such authority's authorized operational area: (1) To
have succession by its corporate name until dissolved as provided in this chapter; (2) To
institute and defend legal proceedings in any court of competent jurisdiction and proper venue;
provided, however, that an authority may not be sued in any trial court other than the courts
of a county within the authorized operational area of the authority; provided, further, that
the officers, directors, agents, and employees of an authority may not be sued for their actions
in behalf of the authority except for actions that are known by such person to be unlawful
or are performed with reckless disregard for the lawfulness of such actions; (3) To have and
to use a corporate seal and to alter the seal at its pleasure; (4) To establish a fiscal year;
(5) To anticipate by the issuance of its bonds the receipt of any...
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22-21-77
Section 22-21-77 Powers of corporation. The corporation shall have the following powers, together
with all powers incidental thereto or necessary to the discharge thereof in corporate form:
(1) To have succession by its corporate name for the duration of time, which may be in perpetuity,
specified in its certificate of incorporation or until dissolved as provided in Section 22-21-82;
(2) To maintain actions and have actions maintained against it and to defend action maintained
against it; (3) To make use of a corporate seal and to alter the same at pleasure; (4) To
receive, acquire, take and hold, whether by purchase, gift, lease, devise or otherwise, real
and personal estate of every description and to manage and dispose of same by any form of
legal conveyance or transfer; (5) To acquire, construct, equip, enlarge, improve, maintain
and operate a hospital and to do all things necessary to that end; (6) With the approval of
the board of directors, to design, construct, purchase or...
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