10A-2-7.03
Section 10A-2-7.03 Court-ordered meeting. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) The circuit court
of the county where a corporation's principal office, or, if none in this state, its registered
office, is located may summarily order a meeting to be held: (1) On application of any shareholder
of the corporation entitled to participate in an annual meeting if an annual meeting was not
held within the earlier of 12 months after the end of the fiscal year or 15 months after its
last annual meeting; or (2) On application of a shareholder who signed a demand for a special
meeting valid under Section 10A-2-7.02, if: (i) Notice of the special meeting was not given
within 30 days after the date the demand was delivered to the corporation's president or secretary;
or (ii) The special meeting was not held in accordance with the notice. (b) The court may
fix the time and place of the meeting, determine the...
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10A-2-8.53
Section 10A-2-8.53 Advance for expenses. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94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
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 written affirmation of good faith belief that he or she has met the standard of conduct
described in Section 10A-2-8.51; (2) The director furnishes the corporation a written undertaking,
executed personally or on the director's behalf, to repay the advance if it is ultimately
determined that the director did not meet the standard of conduct, or is not otherwise entitled
to indemnification under Section 10A-2-8.51(d), unless indemnification is approved by the
court under Section 10A-2-8.54; (3) A determination is made that the facts then known to those
making the determination would not preclude...
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10A-2A-3.04
Section 10A-2A-3.04 Lack of power to act. THIS SECTION WAS AMENDED BY ACT 2020-73 IN THE 2020
REGULAR SESSION, EFFECTIVE JANUARY 1, 2021. TO SEE THE AMENDED VERSION, SEE THE SECOND VERSION
LABELED PENDING. (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 stockholder 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-2A-14.10. (c) In a stockholder'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...
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10A-2A-8.51
Section 10A-2A-8.51 Permissible indemnification. (a) Except as otherwise provided in this section,
a corporation may indemnify an individual who is a party to a proceeding because the individual
is a director against liability incurred in the proceeding if: (1) (i) the director conducted
himself or herself in good faith; and (ii) the director reasonably believed: (A) in the case
of conduct in an official capacity, that his or her conduct was in the best interests of the
corporation; and (B) in all other cases, that his or her conduct was at least not opposed
to the best interests of the corporation; and (iii) in the case of any criminal proceeding,
the director had no reasonable cause to believe his or her conduct was unlawful; or (2) the
director engaged in conduct for which broader indemnification has been made permissible or
obligatory under a provision of the certificate of incorporation (as authorized by Section
10A-2A-2.02(b)(5)). (b) A director's conduct with respect to an...
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10A-3-2.09
Section 10A-3-2.09 Number and election of directors; terms; removal from office. (a) The number
of directors of a nonprofit corporation shall be not less than three. Subject to this limitation,
the number of directors shall be fixed by the bylaws, except as to the number of the first
board of directors which number shall be fixed by the certificate of formation. The number
of directors may be increased or decreased from time to time by amendment to the bylaws, unless
the certificate of formation provides that a change in the number of directors shall be made
only by amendment of the certificate of formation. No decrease in number shall have the effect
of shortening the term of any incumbent director. In the absence of a bylaw fixing the number
of directors, the number shall be the same as that stated in the certificate of formation.
(b) The directors constituting the first board of directors shall be named in the certificate
of formation and shall hold office until the first annual...
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10A-3-2.44
Section 10A-3-2.44 Assertion of lack of capacity or power; defense of ultra vires No act of
a nonprofit corporation and no conveyance or transfer of real or personal property to or by
a nonprofit corporation shall be invalid by reason of the fact that the corporation was without
capacity of power to do an act or to make or receive a conveyance or transfer, but lack of
capacity of power may be asserted: (1) In a proceeding by a member or a director against the
nonprofit corporation to enjoin the doing or continuation of unauthorized acts, or the transfer
of real or personal property by or to the nonprofit corporation. If the unauthorized acts
or transfer sought to be enjoined are being, or are to be, performed pursuant to any contract
to which the nonprofit corporation is a party, the court may, if all of the parties to the
contract are parties to the proceeding and if it deems the same to be equitable, set aside
and enjoin the performance of the contract, and in so doing may allow to...
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10A-1-7.21
Section 10A-1-7.21 Transaction of business without registration; generally. (a) A foreign entity
transacting business in this state, except a corporation or other organization formed pursuant
to federal law, may not maintain any action, suit, or proceeding in any court of this state
until it has registered in this state. (b) The failure of a foreign entity to register in
this state does not impair the validity of any contract or act of the foreign entity or prevent
the foreign entity from defending any action, suit, or proceeding in any court of this state.
(c) A foreign entity, by transacting business in this state without registration, shall be
deemed to consent to service of process with respect to causes of action arising out of business
transacted in this state, or to service of any notice or demand required or permitted by law,
by registered mail addressed to the foreign entity at the office required to be maintained
in the state or other jurisdiction where it is organized, or,...
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10A-2-8.55
Section 10A-2-8.55 Determination and authorization of indemnification. 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 not indemnify a director under Section 10A-2-8.51 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 standard
of conduct set forth in Section 10A-2-8.51. (b) The determination shall be made: (1) By the
board of directors by majority vote of a quorum consisting of directors not at the time parties
to the proceeding; (2) If a quorum cannot be obtained under subdivision (1), by majority vote
of a committee duly designated by the board of directors, in which designation directors who
are parties may participate, consisting solely of two or more directors not at the time parties
to the proceeding; (3) By special legal counsel; (i) Selected by the...
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10A-2-8.61
Section 10A-2-8.61 Judicial action. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A transaction effected or
proposed to be effected by a corporation, or by a subsidiary of the corporation or any other
entity in which the corporation has a controlling interest, that is not a director's conflicting
interest transaction may not be enjoined, set aside, or give rise to an award of damages or
other sanctions, in a proceeding by a shareholder or by or in the right of the corporation,
because a director of the corporation, or any person with whom or which he or she has a personal,
economic, or other association, has an interest in the transaction. (b) A director's conflicting
interest transaction may not be enjoined, set aside, or give rise to an award of damages or
other sanctions, in a proceeding by a shareholder or by or in the right of the corporation,
because the director, or any person with whom or which he...
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10A-2A-8.50
Section 10A-2A-8.50 Division definitions. In this division: (1) "Corporation" includes
any domestic or foreign predecessor entity of a corporation. (2) "Director" or "officer"
means an individual who is or was a director or officer, respectively, of a corporation or
who, while a director or officer of the corporation, is or was serving at the corporation's
request as a director, officer, manager, partner, trustee, employee, or agent of another entity
or employee benefit plan. A director or officer is considered to be serving an employee benefit
plan at the corporation's request if the individual's duties to the corporation also impose
duties on, or otherwise involve services by, the individual to the plan or to participants
in or beneficiaries of the plan. "Director" or "officer" includes, unless
the context requires otherwise, the estate or personal representative of a director or officer.
(3) "Liability" means the obligation to pay a judgment, settlement, penalty, fine
(including an...
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