16-5-8
Section 16-5-8 Review, coordination, establishment, etc., of programs; transfer of credits;
Articulation and General Studies Committee. (a)(1) The Commission on Higher Education is authorized
to review periodically all new and existing programs and units of instruction, research, and
public service funded by state appropriations at the state universities and colleges and to
share with the appropriate governing board, through the president of the institution, and
state Legislature, its recommendations. (2) As a part of its program review process, the commission
shall enforce, monitor, and report on minimum degree productivity standards for all existing
programs of instruction at public two-year and four-year institutions of higher education.
Productivity standards shall be based, primarily, but not exclusively, on the annual average
number of degrees conferred during a five-year period for senior institutions and a three-year
period for two-year institutions, as verified by the...
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10A-8A-1.08
Section 10A-8A-1.08 Effect of partnership agreement; nonwaivable provisions. (a) Except
as otherwise provided in subsections (b) and (c): (1) the partnership agreement governs relations
among the partners as partners and between the partners and the partnership; and (2) to the
extent the partnership agreement does not otherwise provide for a matter described in subsection
(a)(1), this chapter governs the matter. (b)(1) To the extent that, at law or in equity, a
partner or other person has duties, including fiduciary duties, to a partnership or to another
partner or to another person that is a party to or is otherwise bound by a partnership agreement,
the partner's or other person's duties may be expanded or restricted or eliminated by provisions
in a written partnership agreement, but the implied contractual covenant of good faith and
fair dealing may not be eliminated. (2) A written partnership agreement may provide for the
limitation or elimination of any and all liabilities for...
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10A-9A-1.08
Section 10A-9A-1.08 Effect of partnership agreement; nonwaivable provisions. (a) Except
as otherwise provided in subsections (b) and (c): (1) the partnership agreement governs relations
among the partners as partners and between the partners and the partnership; and (2) to the
extent the partnership agreement does not otherwise provide for a matter described in subsection
(a)(1), this chapter governs the matter. (b)(1) To the extent that, at law or in equity, a
partner or other person has duties, including fiduciary duties, to a limited partnership or
to another partner or to another person that is a party to or is otherwise bound by a partnership
agreement, the partner's or other person's duties may be expanded or restricted or eliminated
by provisions in a written partnership agreement, but the implied contractual covenant of
good faith and fair dealing may not be eliminated. (2) A written partnership agreement may
provide for the limitation or elimination of any and all liabilities...
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10A-2-13.01
Section 10A-2-13.01 Definitions. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (1) "Corporate
action" means the filing of articles of merger or share exchange by the judge of probate
or Secretary of State, or other action giving legal effect to a transaction that is the subject
of dissenters' rights. (2) "Corporation" means the issuer of shares held by a dissenter
before the corporate action, or the surviving or acquiring corporation by merger or share
exchange of that issuer. (3) "Dissenter" means a shareholder who is entitled to
dissent from corporate action under Section 10A-2-13.02 and who exercises that right
when and in the manner required by Sections 10A-2-13.20 through 10A-2-13.28. (4) "Fair
Value," with respect to a dissenter's shares, means the value of the shares immediately
before the effectuation of the corporate action to which the dissenter objects, excluding
any appreciation or depreciation in...
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10A-3-2.43
Section 10A-3-2.43 Power to indemnify directors or officers. Each nonprofit corporation
shall have the power to indemnify any director or officer or former director or officer of
the corporation, or any person who may have served at its request as a director or officer
of another corporation, whether profit or nonprofit, in which it owns shares of capital stock
or of which it is a creditor, against expenses actually and reasonably incurred by him or
her in connection with the defense of any action, suit, or proceeding, civil or criminal,
in which he or she is made a party by reason of being or having been such director or officer,
except in relation to matters as to which he or she shall be adjudged in the action, suit,
or proceeding to be liable for negligence or misconduct in the performance of his or her duty;
and to make any other indemnification that shall be authorized by the governing documents
of the nonprofit corporation, vote of the board of directors, or resolution adopted...
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10A-5A-1.08
Section 10A-5A-1.08 Limited liability company agreement - Scope; function; and limitations.
(a) Except as otherwise provided in subsections (b) and (c): (1) the limited liability company
agreement governs relations among the members as members and between the members and the limited
liability company; and (2) to the extent the limited liability company agreement does not
otherwise provide for a matter described in subsection (a)(1), this chapter governs the matter.
(b)(1) To the extent that, at law or in equity, a member or other person has duties, including
fiduciary duties, to the limited liability company, or to another member or to another person
that is a party to or is otherwise bound by a limited liability company agreement, the member's
or other person's duties may be expanded or restricted or eliminated by a written limited
liability company agreement, but the implied contractual covenant of good faith and fair dealing
may not be eliminated. (2) A written limited liability...
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10A-2-13.03
Section 10A-2-13.03 Dissent by nominees and beneficial owners. REPEALED IN THE 2019
REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE
SUPPLEMENT. (a) A record shareholder may assert dissenters' rights as to fewer than all of
the shares registered in his or her name only if he or she dissents with respect to all shares
beneficially owned by any one person and notifies the corporation in writing of the name and
address of each person on whose behalf he or she asserts dissenters' rights. The rights of
a partial dissenter under this subsection are determined as if the shares to which he or she
dissents and his or her other shares were registered in the names of different shareholders.
(b) A beneficial shareholder may assert dissenters' rights as to shares held on his or her
behalf only if: (1) He or she submits to the corporation the record shareholder's written
consent to the dissent not later than the time the beneficial shareholder asserts...
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10A-2-3.04
Section 10A-2-3.04 Ultra vires. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Except as provided
in subsection (b), the validity of corporate action may not be challenged on the ground that
the corporation lacks or lacked power to act. (b) A corporation's power to act may be challenged:
(1) In a proceeding by a shareholder against the corporation to enjoin the act; (2) In a proceeding
by the corporation, directly, derivatively, or through a receiver, trustee, or other legal
representative, against an incumbent or former director, officer, employee, or agent of the
corporation; or (3) In a proceeding by the Attorney General under Section 10A-2-14.30.
(c) In a shareholder's proceeding under subsection (b)(1) to enjoin an unauthorized corporate
act, the court may enjoin or set aside the act, if equitable and if all affected persons are
parties to the proceeding, and may award damages for loss, other than...
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10A-2A-6.27
Section 10A-2A-6.27 Restriction on transfer of stock. (a) The certificate of incorporation,
the bylaws, an agreement among stockholders, or an agreement between stockholders and the
corporation may impose restrictions on the transfer or registration of transfer of stock of
the corporation. A restriction does not affect stock issued before the restriction was adopted
unless the holders of the stock are parties to the restriction agreement or voted in favor
of the restriction. (b) A restriction on the transfer or registration of transfer of stock
is valid and enforceable against the corporation, the holder, or a transferee of the holder
if the restriction is authorized by this section and as provided in Section
10A-1-3.42, and its existence is noted conspicuously on the front or back of the certificate
or is contained in the information required by Section 10A-1-3.45. Unless so noted
or contained, a restriction is not enforceable against a person without knowledge of the restriction.
(c)...
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10A-2-14.34
Section 10A-2-14.34 Election to purchase in lieu 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) In a proceeding under Section 10A-2-14.30(2) to dissolve a corporation
that has no shares listed on a national securities exchange or regularly traded in a market
maintained by one or more members of a national or affiliated securities association, the
corporation may elect or, if it fails to elect, one or more shareholders may elect to purchase
all shares owned by the petitioning shareholder at the fair value of the shares. An election
pursuant to this section shall be irrevocable unless the court determines that it is
equitable to set aside or modify the election. (b) An election to purchase pursuant to this
section may be filed with the court at any time within 90 days after the filing of
the petition under Section 10A-2-14.30(2) or at a later time as the court in its discretion
may allow. If...
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