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10A-2A-13.01
Section 10A-2A-13.01 Definitions. Notwithstanding Chapter 1, in this Article 13: (1) "Affiliate"
means a person that directly or indirectly through one or more intermediaries controls, is
controlled by, or is under common control with another person or is a senior executive of
that person. For purposes of Section 10A-2A-13.02(b)(4), a person is deemed to be an affiliate
of its senior executives. (2) "Corporation" means the corporation that is the issuer
of the stock held by a stockholder demanding appraisal and, for matters covered in Section
10A-2A-13.22 through Section 10A-2A-13.31, includes the surviving organization of a merger.
(3) "Fair value" means the value of the corporation's stock determined: (i) immediately
before the effectiveness of the corporate action to which the stockholder objects; (ii) using
customary and current valuation concepts and techniques generally employed for similar businesses
in the context of the transaction requiring appraisal; and (iii) without...
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11-92C-8
Section 11-92C-8 Powers of authority. (a) The authority 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,
subject to Section 11-92C-20, specified in its certificate of incorporation. (2) To sue and
be sued in its own name and to prosecute and defend civil actions in any court having jurisdiction
of the subject matter and of the parties; provided that the authority shall be deemed to be
a governmental entity as defined in Chapter 93 of this title for the purpose of limiting the
damages for which the authority may be liable. (3) To adopt and make use of a corporate seal
and to alter the seal at its pleasure. (4) To adopt and alter bylaws for the regulation and
conduct of its affairs and business. (5) To acquire, whether by purchase, construction, exchange,
gift, lease, or otherwise, and to refinance existing...
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10A-1-8.01
Section 10A-1-8.01 Conversion of business and nonprofit entities. (a) A conversion of an entity
may be accomplished as provided in this section: (1) CORPORATIONS. a. The terms and conditions
of a plan of conversion of a corporation, other than a nonprofit corporation, must be approved
in accordance with the procedures and by the stockholder vote required by Article 9 of Chapter
2A. If the governing documents provide for approval of a conversion by less than all of a
corporation's stockholders, approval of the conversion shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A. No conversion of a corporation to
a general or limited partnership may be effected without the consent in writing of each stockholder
who will have personal liability with respect to the converted entity, notwithstanding any
provision in the governing documents of the converting corporation providing for less than
unanimous stockholder approval for the conversion. b. The...
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10A-2A-1.20
Section 10A-2A-1.20 Requirements for filing instruments; extrinsic facts. (a) Whenever any
filing instrument is to be filed with the Secretary of State or in accordance with this chapter,
such instrument shall be executed as follows: (1) Except as provided in subsection (a)(3),
the certificate of incorporation, and any other instrument to be filed before the election
of the initial board of directors if the initial directors were not named in the certificate
of incorporation, shall be signed by the incorporator or incorporators or the successors and
assigns of the incorporator or incorporators. If any incorporator is not available then any
other instrument may be signed, with the same effect as if the incorporator had signed it,
by any person for whom or on whose behalf the incorporator, in executing the certificate of
incorporation, was acting directly or indirectly as employee or agent, provided that the other
instrument shall state that the incorporator is not available and the...
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10A-2A-8.32
Section 10A-2A-8.32 Directors' liability for unlawful distributions. (a) A director who votes
for or assents to a distribution in excess of what may be authorized and made pursuant to
Section 10A-2A-6.40(a) or Section 10A-2A-14.08(a) is personally liable to the corporation
for the amount of the distribution that exceeds what could have been distributed without violating
Section 10A-2A-6.40(a) or Section 10A-2A-14.08(a) if the party asserting liability establishes
that when taking the action the director did not comply with Section 10A-2A-8.30. (b) A director
held liable under subsection (a) for an unlawful distribution is entitled to: (1) contribution
from every other director who could be held liable under subsection (a) for the unlawful distribution;
and (2) recoupment from each stockholder of the pro-rata portion of the amount of the unlawful
distribution the stockholder accepted, knowing the distribution was made in violation of Section
10A-2A-6.40(a) or Section 10A-2A-14.08(a)....
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11-20-37
Section 11-20-37 Powers generally; location and operation of projects. (a) The corporation
shall have the following powers, together with all powers incidental thereto or necessary
for the performance of those stated in this subsection: (1) To have succession by its corporate
name for the period specified in the certificate of incorporation unless sooner dissolved
as provided in this article; (2) To sue and be sued and to prosecute and defend civil actions
in any court having jurisdiction of the subject matter and of the parties; (3) To have and
to use a corporate seal and to alter the same at pleasure; (4) To acquire, whether by purchase,
construction, exchange, gift, lease or otherwise, improve, maintain, equip and furnish one
or more projects, including all real and personal properties which the board of directors
of the corporation may deem necessary in connection therewith and regardless of whether or
not any such projects or any part thereof shall then be in existence; (5) To...
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11-22-8
Section 11-22-8 Powers generally; projects partially within county. (a) The corporation shall
have the following powers together with all powers incidental thereto or necessary for the
performance of those hereinafter stated: (1) To have succession by its corporate name for
the period specified in the certificate of incorporation unless sooner dissolved as hereinafter
provided; (2) To sue and be sued and to prosecute and defend in any court having jurisdiction
of the subject matter and of the parties; (3) To have and to use a corporate seal and to alter
the same at pleasure; (4) To acquire, whether by purchase, construction, exchange, gift, lease,
or otherwise, to improve, maintain, equip, furnish, own, and operate one or more projects,
including all real and personal properties which the board of directors of the corporation
may deem necessary in connection therewith and regardless of whether or not any such projects
or any part thereof shall then be in existence; (5) To fix,...
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11-60-8
Section 11-60-8 Powers of corporations generally; location of projects of corporations. (a)
The corporation shall have the following powers together with all powers incidental thereto
or necessary for the performance of those hereinafter stated: (1) To have succession by its
corporate name for the period specified in the certificate of incorporation unless sooner
dissolved as provided in this chapter; (2) To sue and be sued and to prosecute and defend
civil actions in any court having jurisdiction of the subject matter and of the parties; (3)
To have and to use a corporate seal and to alter the same at pleasure; (4) To acquire, whether
by purchase, construction, exchange, gift, lease, or otherwise to improve, maintain, equip,
furnish, own, and operate one or more projects, including all real and personal properties
which the board of directors of the corporation may deem necessary in connection therewith,
regardless of whether or not any such projects or any part thereof shall then be...
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10A-2A-13.02
Section 10A-2A-13.02 Right to appraisal. (a) A stockholder is entitled to appraisal rights,
and to obtain payment of the fair value of that stockholder's stock, in the event of any of
the following corporate actions: (1) consummation of a merger to which the corporation is
a party (i) if the corporation is a subsidiary and the merger is governed by Section 10A-2A-11.05
or (ii) if stockholder approval is required for the merger by Section 10A-2A-11.04, or would
be required but for the provisions of Section 10A-2A-11.04(j), except that appraisal rights
shall not be available to any stockholder of the corporation with respect to stock of any
class or series that remain outstanding after consummation of the merger; (2) consummation
of a stock exchange to which the corporation is a party the stock of which will be acquired,
except that appraisal rights shall not be available to any stockholder of the corporation
with respect to any class or series of stock of the corporation that is not...
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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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