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10A-2A-10.08
Section 10A-2A-10.08 Amendment pursuant to reorganization. Notwithstanding Division B of Article
3 of Chapter 1: (a) A corporation's certificate of incorporation may be amended without action
by the board of directors or stockholders 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
if the certificate of incorporation after the amendment only contains provisions required
or permitted by Section 10A-2A-2.02. (b) The individual or individuals designated by the court
shall deliver to the Secretary of State for filing a certificate of amendment setting forth:
(1) the name of the corporation; (2) the text of each amendment approved by the court; (3)
the date of the court's order or decree approving the certificate of amendment; (4) the title
of the reorganization proceeding in which the order or decree was entered; and (5) a statement
that the court had jurisdiction of the proceeding under federal...
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10A-2A-7.32
Section 10A-2A-7.32 Stockholder agreements. (a) An agreement among the stockholders of a corporation
that complies with this section is effective among the stockholders and the corporation even
though it is inconsistent with one or more other provisions of this chapter in that it: (1)
eliminates the board of directors or restricts the discretion or powers of the board of directors;
(2) governs the authorization or making of distributions, regardless of whether they are in
proportion to ownership of stock, subject to the limitations in Section 10A-2A-6.40; (3) establishes
who shall be directors or officers of the corporation, or their terms of office or manner
of selection or removal; (4) governs, in general or in regard to specific matters, the exercise
or division of voting power by or between the stockholders and directors or by or among any
of them, including use of weighted voting rights or director proxies; (5) establishes the
terms and conditions of any agreement for the transfer...
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10A-2A-13.40
Section 10A-2A-13.40 Other remedies limited. (a) The legality of a proposed or completed corporate
action described in Section 10A-2A-13.02(a) may not be contested, nor may the corporate action
be enjoined, set aside or rescinded, in a legal or equitable proceeding by a stockholder after
the stockholders have approved the corporate action. (b) Subsection (a) does not apply to
a corporate action that: (1) was not authorized and approved in accordance with the applicable
provisions of: (i) Article 9, 10, 11, or 12 of this chapter or Article 8 of Chapter 1; (ii)
the certificate of incorporation or bylaws; or (iii) the resolution of the board of directors
authorizing the corporate action; (2) was procured as a result of fraud, a material misrepresentation,
or an omission of a material fact necessary to make statements made, in light of the circumstances
in which they were made, not misleading; (3) is an interested transaction, unless it has been
recommended by the board of directors in the...
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11-86A-12
Section 11-86A-12 Powers of authority generally. An authority shall have the following powers:
(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 court other than the courts
of the county of incorporation; provided, further, that the officers, directors, agents, and
employees of an authority may not be sued for their actions on behalf of the authority except
for actions that are known by a person to be unlawful or are performed with reckless disregard
for the lawfulness of the 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 revenues that may be appropriated by or to the authority and
to pledge the proceeds of the appropriations as security for the...
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10A-2-14.05
Section 10A-2-14.05 Effect of dissolution. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A dissolved corporation
continues its corporate existence but may not carry on any business except that 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 its shareholders; (3)
Discharging or making provision for discharging its liabilities; (4) Distributing its remaining
property among its shareholders according to their interests; and (5) Doing every other act
necessary to wind up and liquidate its business and affairs. (b) Dissolution of a corporation
does not: (1) Alter the limited liability status of its subscribers and shareholders under
Section 10A-2-6.22, except as provided in Section 10A-1-9.22(d)(2) with respect to assets
distributed to a shareholder in liquidation; (2) Transfer title to...
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10A-3-7.18
Section 10A-3-7.18 Survival of remedy after dissolution. The dissolution of a nonprofit corporation
either (1) by the filing of the articles of dissolution by the Secretary of State, or (2)
by an order of court when the court has not liquidated the assets and affairs of the corporation
as provided in this chapter, or (3) by operation of law, or (4) by expiration of its period
of duration, shall not take away or impair any remedy available to or against the nonprofit
corporation, its directors, officers, or members, for any right or claim existing, or any
liability incurred, prior to the dissolution if action or other proceeding thereon is commenced
within two years after the date of the dissolution. Any action or proceeding by or against
the nonprofit corporation may be prosecuted or defended by the nonprofit corporation in its
corporate name. The members, directors, and officers shall have power to take the corporate
or other action as shall be appropriate to protect the remedy,...
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10A-30-2.10
Section 10A-30-2.10 Appointment of a provisional director in certain cases; applicable to corporations
formed as close corporations or electing close corporation status prior to January, 1 1995.
(a) Notwithstanding any contrary provision of the governing documents or agreement of the
shareholders, the circuit court of the county in which the registered office of the corporation
is located may appoint a provisional director for a close corporation if the directors are
so divided respecting the management of the corporation's business and affairs that the votes
required for action by the board of directors cannot be obtained with the consequence that
the business and affairs of the corporation can no longer be conducted to the advantage of
the shareholders generally. (b) An application for relief under this section must be filed
(1) by at least one-half of the number of directors then in office, or (2) by the holders
of at least one-third of all shares then entitled to elect directors,...
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11-20-73
Section 11-20-73 Powers of authority; execution of contracts; disposition of funds. (a) An
agriculture authority shall have the following powers, which it may exercise in the agriculture
authority's authorized operational area: (1) To have succession by its corporate name until
dissolved as provided in this article. (2) To adopt bylaws making provisions for its actions
not inconsistent with this article. (3) To institute and defend legal proceedings in any court
of competent jurisdiction and proper venue; provided, however, that the board may not be sued
in any trial court other than the courts of the county of incorporation; provided, further,
that the officers, directors, agents, and employees of an agriculture authority may not be
sued for their actions in behalf of the authority except for actions that are unreasonable
or known by the person to be unlawful or are performed with reckless disregard for the lawfulness
of such actions. (4) To plan for construction and development of an...
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10A-2A-16.01
Section 10A-2A-16.01 Corporate records. (a) A corporation shall maintain the following records:
(1) its certificate of incorporation as currently in effect; (2) any notices to stockholders
referred to in Section 10A-2A-1.20(c)(5) specifying facts on which a filed document is dependent
if those facts are not included in the certificate of incorporation or otherwise available
as specified in Section 10A-2A-1.20(c)(5); (3) its bylaws as currently in effect; (4) all
written communications within the past three years to stockholders generally; (5) minutes
of all meetings of, and records of all actions taken without a meeting by, its stockholders,
its board of directors, and board committees established under Section 10A-2A-8.25; (6) a
list of the names and business addresses of its current directors and officers; and (7) its
most recent annual report delivered to the Secretary of State under Section 10A-2A-16.11.
(b) A corporation shall maintain all annual financial statements prepared for...
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10A-2A-8.56
Section 10A-2A-8.56 Indemnification of officers. (a) A corporation may indemnify and advance
expenses under this Division E of this Article 8 to an officer who is a party to a proceeding
because he or she is an officer (1) to the same extent as a director; and (2) if he or she
is an officer but not a director, to such further extent as may be provided by the certificate
of incorporation or the bylaws, or by a resolution adopted or a contract approved by the board
of directors or stockholders, except for (i) liability in connection with a proceeding by
or in the right of the corporation other than for expenses incurred in connection with the
proceeding, or (ii) liability arising out of conduct that constitutes (A) receipt by the officer
of a financial benefit to which he or she is not entitled, (B) an intentional infliction of
harm on the corporation or the stockholders, or (C) an intentional violation of criminal law.
(b) Subsection (a)(2) shall apply to an officer who is also a...
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