17-23-10
Section 17-23-10 Employer intimidating employee. THIS SECTION WAS REPEALED IN THE 2006 REGULAR
SESSION BY ACT 2006-570. (Code 1907, §6804; Code 1923, §3922; Code 1940, T. 17, §317.)...

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10A-2-8.60
Section 10A-2-8.60 Definitions. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. In this division: (1) "Conflicting
interest" with respect to a corporation means the interest a director of the corporation
has respecting a transaction effected or proposed to be effected by the corporation, or by
a subsidiary of the corporation or any other entity in which the corporation has a controlling
interest, if: (i) Whether or not the transaction is brought before the board of directors
of the corporation for action, the director knows at the time of commitment that he or she
or a related person is a party to the transaction or has a beneficial interest in or so closely
linked to the transaction and of the financial significance to the director or a related person
that the interest would reasonably be expected to exert an influence on the director's judgement
if the director were called upon to vote on the transaction; or...
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10A-2-8.50
Section 10A-2-8.50 Definitions. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. In this division: (1) "Corporation"
includes any domestic or foreign predecessor entity of a corporation in a merger or other
transaction in which the predecessor's existence ceased upon consummation of the transaction.
(2) "Director" means an individual who is or was a director of a corporation or
an individual who, while a director of a corporation, is or was serving at the corporation's
request as a director, officer, partner, trustee, employee, or agent of another foreign or
domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise.
A director is considered to be serving an employee benefit plan at the corporation's request
if his or her duties to the corporation also impose duties on, or otherwise involve services
by, the director to the plan or to participants in or beneficiaries of the...
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10A-2-8.57
Section 10A-2-8.57 Insurance. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. A corporation may purchase and
maintain insurance, or furnish similar protection, including but not limited to trust funds,
self-insurance reserves, or the like, on behalf of an individual who is or was a director,
officer, employee, or agent of the corporation, or who, while a director, officer, employee,
or agent of the corporation, is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee, or agent of another foreign or domestic corporation,
partnership, joint venture trust, employee benefit plan, or other enterprise, against liability
asserted against or incurred by him or her in that capacity or arising from his or her status
as a director, officer, employee, or agent, whether or not the corporation would have power
to indemnify him or her against the same liability under Section...
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10A-2-3.03
Section 10A-2-3.03 Emergency powers. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) In anticipation of or during
an emergency defined in subsection (d), the board of directors of a corporation may: (1) Modify
lines of succession to accommodate the incapacity of any director, officer, employee, or agent;
and (2) Relocate the principal office, designate alternative principal offices or regional
offices, or authorize the officers to do so. (b) During an emergency defined in subsection
(d), unless emergency bylaws provide otherwise: (1) Notice of a meeting of the board of directors
need be given only to those directors whom it is practicable to reach and may be given in
any practical manner, including by publication and radio; and (2) One or more officers of
the corporation present at a meeting of the board of directors may be deemed to be directors
for the meeting in order of rank and within the same rank in...
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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-2-7.22
Section 10A-2-7.22 Proxies. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY
1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A shareholder may vote his or her
shares in person or by proxy. An electronic transmission must contain or be accompanied by
information from which one can reasonably determine that the shareholder authorized the transmission
and that it is the shareholder who actually votes or corresponds on the transmission. (b)
A shareholder or his or her agent or attorney-in-fact may appoint a proxy to vote or otherwise
act for him or her by signing an appointment form or by means of an electronic transmission.
An electronic transmission must contain or be accompanied by information from which one can
determine that the shareholder, the shareholder's agent, or the shareholder's attorney-in-fact
authorized the transmission. (c) An appointment of a proxy is effective when a signed appointment
form or an electronic transmission of the appointment is...
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10A-2-7.32
Section 10A-2-7.32 Shareholder agreements. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) An agreement among
the shareholders of a corporation that complies with this section is effective among the shareholders
and the corporation even though it is inconsistent with one or more provisions of this chapter
in that it: (1) Eliminates the authority of the board of directors or restricts the discretion
or powers of the board of directors; (2) Governs the authorization or making of distributions
whether or not in proportion to ownership of shares, subject to the limitations in Section
10A-2-6.40; (3) Establishes who shall be directors or officers of the corporation, or their
terms of office or manner of selection or removal; (4) Governs, in general or in regard to
specific matters, the exercise or division of voting power by or between the shareholders
and directors or by or among any of them, including use of...
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10A-2-8.51
Section 10A-2-8.51 Authority to indemnify. 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 (d), a corporation may indemnify an individual made a party to a proceeding
because he or she is or was a director against liability incurred in the proceeding if: (1)
The individual conducted himself or herself in good faith; and (2) The individual reasonably
believed: (i) In the case of conduct in his or her official capacity with the corporation,
that the conduct was in its best interests; and (ii) In all other cases, that the conduct
was at least not opposed to its best interests; and (3) In the case of any criminal proceeding,
the individual had no reasonable cause to believe his or her conduct was unlawful. (b) A director's
conduct with respect to an employee benefit plan for a purpose he or she reasonably believed
to be in the interests of the participants in and beneficiaries of...
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10A-2-2.07
Section 10A-2-2.07 Emergency bylaws. 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
provide otherwise, the board of directors of a corporation 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 shareholders, 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 consistent 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 emergency
bylaws: (1) Binds the corporation; and (2) May not be used to...
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