10A-2-8.03
Section 10A-2-8.03 Number and election of directors. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
The number of directors shall be one or more, as specified in or fixed in accordance with
the articles of incorporation or bylaws. (b) If a board of directors has power to fix or change
the number of directors, the board may increase or decrease by 30 percent or less the number
of directors last approved by the shareholders, but only the shareholders may increase or
decrease by more than 30 percent the number of directors last approved by the shareholders.
(c) The articles of incorporation or bylaws may establish a variable range for the size of
the board of directors by fixing a minimum and maximum number of directors. If a variable
range is established, the number of directors may be fixed or changed from time to time, within
the minimum and maximum, by the shareholders, or, if the articles of incorporation...
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10A-2-8.24
Section 10A-2-8.24 Quorum and voting. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Unless the articles
of incorporation 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 fixed number of directors prescribed, or if no number is prescribed
the number in office immediately before the meeting begins, if the corporation has a variable-range
size board. (b) The articles of incorporation or bylaws may authorize a quorum of a board
of directors to consist of no fewer than one-third of the fixed or prescribed number of directors
determined under subsection (a). (c) If a quorum is present when a vote is taken, the affirmative
vote of a majority of directors present is the act of the board of directors unless the articles
of incorporation or bylaws require the vote of a...
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10A-2-10.02
Section 10A-2-10.02 Amendment by board of directors. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. Unless
the articles of incorporation provide otherwise, a corporation's board of directors may adopt
one or more amendments to the corporation's articles of incorporation without shareholder
action: (1) To extend the duration of the corporation if it was incorporated at a time when
limited duration was required by law; (2) To delete the names and addresses of the initial
directors; (3) To delete the name and address of the initial registered agent or registered
office, if a statement of change is on file with the Secretary of State; (4) To change each
issued and unissued authorized share of an outstanding class into a greater number of whole
shares if the corporation has only shares of that class outstanding; (5) To change the corporate
name by substituting the word "corporation," or "incorporated," or an...

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2-10-98
Section 2-10-98 Organization with capital stock. Incorporated associations may be organized
under this article with capital stock at the option of the organizers. In that event the association
shall be organized by the same method and for the same recording fee as in the case of those
associations organized without capital stock, except that the articles of association shall
set forth also that the association is organized with capital stock and the amount of capital
stock authorized with particulars as to the class or classes thereof and the par value of
shares. There shall be no individual liability on the part of shareholders, members, officers
or directors for the obligations of the corporation. The articles of association may provide
for preferred stock as well as common stock, but all shares shall have a definite par value,
and all shares of the same class shall have the same par value. If so divided, the articles
of incorporation must contain a statement of the number of shares...
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10A-2-10.07
Section 10A-2-10.07 Restated articles of incorporation. REPEALED IN THE 2019 REGULAR
SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A corporation's board of directors may restate its articles of incorporation at any time
with or without shareholder action. (b) The restatement may include one or more amendments
to the articles. If the restatement includes an amendment requiring shareholder approval,
it must be adopted as provided in Section 10A-2-10.03. (c) If the board of directors
submits a restatement for shareholder action, the corporation shall notify each shareholder,
whether or not entitled to vote, of the proposed shareholders' meeting in accordance with
Section 10A-2-7.05. The notice must also state that the purpose, or one of the purposes,
of the meeting is to consider the proposed restatement that identifies any amendment or other
change it would make in the articles. (d) A corporation restating its articles of incorporation...

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10A-2-8.25
Section 10A-2-8.25 Committees. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Unless the articles of incorporation
or bylaws provide otherwise, a board of directors may create one or more committees and appoint
members of the board of directors to serve on them. Each committee may have one or more members,
who serve at the pleasure of the board of directors. (b) The creation of a committee and appointment
of members to it must be approved by the greater of (1) a majority of all the directors in
office when the action is taken or (2) the number of directors required by the articles of
incorporation or bylaws to take action under Section 10A-2-8.24. (c) Sections 10A-2-8.20
through 10A-2-8.24, which govern meetings, action without meetings, notice and waiver of notice,
and quorum and voting requirements of the board of directors, apply to committees and their
members as well. (d) To the extent specified by the...
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10A-2-11.03
Section 10A-2-11.03 Action on plan. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) After adopting
a plan of merger or share exchange, the board of directors of each corporation party to the
merger, and the board of directors of the corporation whose shares will be acquired in the
share exchange, shall submit the plan of merger, except as provided in subsection (g), or
share exchange for approval by its shareholders. (b) For a plan of merger or share exchange
to be approved: (1) The board of directors must recommend the plan of merger or share exchange
to the shareholders, unless the board of directors determines that because of conflict of
interest or other special circumstances it should make no recommendation and communicates
the basis for its determination to the shareholders with the plan; and (2) The shareholders
entitled to vote must approve the plan. (c) Subject to the corporation's articles of...
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10A-2-11.05
Section 10A-2-11.05 Articles of merger or share exchange. REPEALED IN THE 2019 REGULAR
SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) After a plan of merger or share exchange is approved by the shareholders, or adopted by
the board of directors if shareholder approval is not required, the surviving or acquiring
corporation shall deliver to the Secretary of State for filing articles of merger or share
exchange setting forth: (1) The plan of merger or share exchange; (2) If shareholder approval
was not required, a statement to that effect; (3) If approval of the shareholders of one or
more corporations party to the merger or share exchange was required: (i) The designation,
number of outstanding shares, and number of votes entitled to be cast by each voting group
entitled to vote separately on the plan as to each corporation; and (ii) Either the total
number of votes cast for and against the plan by each voting group entitled to vote...
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10A-2-6.32
Section 10A-2-6.32 Cancellation of reacquired shares. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
A corporation may at any time, by resolution of its board of directors, and without shareholder
action: (1) Cancel all or any part of the shares of the corporation reacquired by it other
than shares the reissuance of which is prohibited by the articles of incorporation, and in
the event a statement of cancellation shall be filed under this section; or (2) File
a statement of cancellation with respect to shares the reissuance of which is prohibited by
the articles of incorporation. (b) The statement of cancellation shall be executed by the
corporation and delivered to the judge of probate for filing. The statement shall set forth:
(1) The name of the corporation; (2) The number of reacquired shares canceled by resolution
duly adopted by the board of directors, itemized by classes and series, and the date of...

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10A-2-7.02
Section 10A-2-7.02 Special meeting. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A corporation shall
hold a special meeting of shareholders: (1) On call of its board of directors or the person
or persons authorized to do so by the articles of incorporation or bylaws; or (2) If the holders
of at least 10 percent of all the votes entitled to be cast on any issue proposed to be considered
at the proposed special meeting sign, date, and deliver to the corporation's president or
secretary one or more written demands for the meeting describing the purpose or purposes for
which it is to be held, who shall, within 21 days of the receipt of demand, cause notice to
be given of the meeting to be held within the minimum time following the notice prescribed
by Section 10A-2-7.05(a); or (3) On call of the holders of at least 10 percent of the
votes entitled to be cast at the proposed special meeting who signed a demand...
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