10A-2A-8.58
Section 10A-2A-8.58 Variation by corporate action; application of division. (a) A corporation
may, by a provision in its certificate of incorporation, bylaws, or in a resolution adopted
or a contract approved by the board of directors or stockholders, obligate itself in advance
of the act or omission giving rise to a proceeding to provide indemnification in accordance
with Section 10A-2A-8.51 or advance funds to pay for or reimburse expenses in accordance with
Section 10A-2A-8.53. Any obligatory provision shall be deemed to satisfy the requirements
for authorization referred to in Section 10A-2A-8.53(c) and in Section 10A-2A-8.55(c). Any
provision that obligates the corporation to provide indemnification to the fullest extent
permitted by law shall be deemed to obligate the corporation to advance funds to pay for or
reimburse expenses in accordance with Section 10A-2A-8.53 to the fullest extent permitted
by law, unless the provision expressly provides otherwise. (b) A right of...
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11-20-46
Section 11-20-46 Documents of corporations may be filed for record without payment of taxes
or certain fees. The certificate of incorporation of the corporation or any amendment thereof,
any deeds or other documents whereby properties are conveyed over to the corporation, any
mortgages executed by the corporation, any leases made by the corporation and the certificate
of dissolution of the corporation may all be filed for record in the office of the judge of
probate of the county in which the corporation is organized without the payment of any tax
or fees other than such fees as may be authorized by law for recording of such instruments.
(Acts 1977, No. 762, p. 1310, §18.)...
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11-22-3
Section 11-22-3 Application for authority to incorporate; resolution of approval; incorporation
of more than one corporation. Whenever any number of natural persons, not less than three,
shall file with the governing body of any county of this state an application in writing for
authority to incorporate in such county a public corporation under the provisions of this
chapter, and shall set forth in said application a brief description of the project to be
acquired or improved by such corporation, and if it shall be made to appear to such governing
body that each of said persons is a duly qualified elector of and owner of property in said
county and if the governing body of said county shall adopt a resolution which shall be duly
entered upon the minutes of such governing body wherein it shall be found and determined that
there is a public need for the proposed project, that it is wise, expedient, necessary, or
advisable that such a corporation be formed and that the persons filing said...
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11-50-313
Section 11-50-313 Board of directors. (a) Each corporation formed or the certificate of incorporation
of which is amended under this article shall have a board of directors which shall constitute
the governing body of the corporation, which board shall consist of at least three members.
In any Class 4 municipality which has adopted a mayor-council form of government pursuant
to Chapter 43B (commencing with Section 11-43B-1) of this title, any corporation formed pursuant
to this chapter may have a governing body which shall consist of seven members. Any corporation,
located in any Class 5 municipality, which is governed by a local law enacted in the 1995
Regular Session may have a governing body which shall consist of seven members. No fee shall
be paid to any director for services rendered with respect to a sanitary sewer system. In
any instance where the system or systems owned and operated by the corporation are any one
or more of a water system, a gas system, and an electric system,...
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11-60-16
Section 11-60-16 Documents of corporations may be filed for record without payment of taxes
or certain fees. The certificate of incorporation of the corporation or any amendment thereof,
any deeds or other documents whereby properties are conveyed over to the corporation, any
mortgages or deeds of trust or leases executed by the corporation and the certificate of dissolution
of the corporation may all be filed for record in the office of the judge of probate of the
county in which the corporation is organized without the payment of any tax or fees other
than such fees as may be authorized by law for recording of such instruments. (Acts 1967,
Ex. Sess., No. 218, p. 264, §17.)...
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10A-2A-10.20
Section 10A-2A-10.20 Authority to amend. (a) A corporation's stockholders may amend or repeal
the corporation's bylaws. (b) A corporation's board of directors may amend or repeal the corporation's
bylaws, unless: (1) the certificate of incorporation, Section 10A-2A-10.21 or, if applicable,
Section 10A-2A-10.22, reserves that power exclusively to the stockholders in whole or part;
or (2) except as provided in Section 10A-2A-2.05(d), the stockholders in amending, repealing,
or adopting a bylaw expressly provide that the board of directors may not amend, repeal, or
adopt that bylaw. (c) A stockholder of the corporation does not have a vested property right
resulting from any provision in the bylaws. (Act 2019-94, §1.)...
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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-7.02
Section 10A-2A-7.02 Special meetings. (a) Special meetings of the stockholders may be called
by the board of directors or by such person or persons as may be authorized by the certificate
of incorporation or by the bylaws. (b) In the event that the certificate of incorporation
or bylaws allow stockholders to demand a special meeting of the stockholders, then if not
otherwise fixed under Section 10A-2A-7.03 or Section 10A-2A-7.07, the record date for determining
stockholders entitled to demand a special meeting shall be the first date on which a signed
stockholder demand is delivered to the corporation. No written demand for a special meeting
shall be effective unless, within 60 days of the earliest date on which the demand delivered
to the corporation as allowed by the certificate of incorporation or bylaws was signed, written
demands signed by stockholders holding at least the percentage of votes specified in or fixed
in accordance with the certificate of incorporation or bylaws have...
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10A-2A-7.06
Section 10A-2A-7.06 Waiver of notice. (a) A stockholder may waive any notice required by this
chapter or the certificate of incorporation or bylaws, before or after the date and time stated
in the notice. The waiver must be in writing, be signed by the stockholder entitled to the
notice, and be delivered to the corporation for filing by the corporation with the minutes
or corporate records. (b) A stockholder's attendance at a meeting: (1) waives objection to
lack of notice or defective notice of the meeting, unless the stockholder at the beginning
of the meeting objects to holding the meeting or transacting business at the meeting; and
(2) waives objection to consideration of a particular matter at the meeting that is not within
the purpose or purposes described in the meeting notice, unless the stockholder objects to
considering the matter when it is presented. (Act 2019-94, §1.)...
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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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