16-5-8
Section 16-5-8 Review, coordination, establishment, etc., of programs; transfer of credits;
Articulation and General Studies Committee. (a)(1) The Commission on Higher Education is authorized
to review periodically all new and existing programs and units of instruction, research, and
public service funded by state appropriations at the state universities and colleges and to
share with the appropriate governing board, through the president of the institution, and
state Legislature, its recommendations. (2) As a part of its program review process, the commission
shall enforce, monitor, and report on minimum degree productivity standards for all existing
programs of instruction at public two-year and four-year institutions of higher education.
Productivity standards shall be based, primarily, but not exclusively, on the annual average
number of degrees conferred during a five-year period for senior institutions and a three-year
period for two-year institutions, as verified by the...
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10A-8A-1.08
Section 10A-8A-1.08 Effect of partnership agreement; nonwaivable provisions. (a) Except as
otherwise provided in subsections (b) and (c): (1) the partnership agreement governs relations
among the partners as partners and between the partners and the partnership; and (2) to the
extent the partnership agreement does not otherwise provide for a matter described in subsection
(a)(1), this chapter governs the matter. (b)(1) To the extent that, at law or in equity, a
partner or other person has duties, including fiduciary duties, to a partnership or to another
partner or to another person that is a party to or is otherwise bound by a partnership agreement,
the partner's or other person's duties may be expanded or restricted or eliminated by provisions
in a written partnership agreement, but the implied contractual covenant of good faith and
fair dealing may not be eliminated. (2) A written partnership agreement may provide for the
limitation or elimination of any and all liabilities for...
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10A-9A-1.08
Section 10A-9A-1.08 Effect of partnership agreement; nonwaivable provisions. (a) Except as
otherwise provided in subsections (b) and (c): (1) the partnership agreement governs relations
among the partners as partners and between the partners and the partnership; and (2) to the
extent the partnership agreement does not otherwise provide for a matter described in subsection
(a)(1), this chapter governs the matter. (b)(1) To the extent that, at law or in equity, a
partner or other person has duties, including fiduciary duties, to a limited partnership or
to another partner or to another person that is a party to or is otherwise bound by a partnership
agreement, the partner's or other person's duties may be expanded or restricted or eliminated
by provisions in a written partnership agreement, but the implied contractual covenant of
good faith and fair dealing may not be eliminated. (2) A written partnership agreement may
provide for the limitation or elimination of any and all liabilities...
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10A-2-13.01
Section 10A-2-13.01 Definitions. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (1) "Corporate action"
means the filing of articles of merger or share exchange by the judge of probate or Secretary
of State, or other action giving legal effect to a transaction that is the subject of dissenters'
rights. (2) "Corporation" means the issuer of shares held by a dissenter before
the corporate action, or the surviving or acquiring corporation by merger or share exchange
of that issuer. (3) "Dissenter" means a shareholder who is entitled to dissent from
corporate action under Section 10A-2-13.02 and who exercises that right when and in the manner
required by Sections 10A-2-13.20 through 10A-2-13.28. (4) "Fair Value," with respect
to a dissenter's shares, means the value of the shares immediately before the effectuation
of the corporate action to which the dissenter objects, excluding any appreciation or depreciation
in...
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10A-3-2.43
Section 10A-3-2.43 Power to indemnify directors or officers. Each nonprofit corporation shall
have the power to indemnify any director or officer or former director or officer of the corporation,
or any person who may have served at its request as a director or officer of another corporation,
whether profit or nonprofit, in which it owns shares of capital stock or of which it is a
creditor, against expenses actually and reasonably incurred by him or her in connection with
the defense of any action, suit, or proceeding, civil or criminal, in which he or she is made
a party by reason of being or having been such director or officer, except in relation to
matters as to which he or she shall be adjudged in the action, suit, or proceeding to be liable
for negligence or misconduct in the performance of his or her duty; and to make any other
indemnification that shall be authorized by the governing documents of the nonprofit corporation,
vote of the board of directors, or resolution adopted...
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10A-5A-1.08
Section 10A-5A-1.08 Limited liability company agreement - Scope; function; and limitations.
(a) Except as otherwise provided in subsections (b) and (c): (1) the limited liability company
agreement governs relations among the members as members and between the members and the limited
liability company; and (2) to the extent the limited liability company agreement does not
otherwise provide for a matter described in subsection (a)(1), this chapter governs the matter.
(b)(1) To the extent that, at law or in equity, a member or other person has duties, including
fiduciary duties, to the limited liability company, or to another member or to another person
that is a party to or is otherwise bound by a limited liability company agreement, the member's
or other person's duties may be expanded or restricted or eliminated by a written limited
liability company agreement, but the implied contractual covenant of good faith and fair dealing
may not be eliminated. (2) A written limited liability...
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10A-2-13.03
Section 10A-2-13.03 Dissent by nominees and beneficial owners. REPEALED IN THE 2019 REGULAR
SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A record shareholder may assert dissenters' rights as to fewer than all of the shares
registered in his or her name only if he or she dissents with respect to all shares beneficially
owned by any one person and notifies the corporation in writing of the name and address of
each person on whose behalf he or she asserts dissenters' rights. The rights of a partial
dissenter under this subsection are determined as if the shares to which he or she dissents
and his or her other shares were registered in the names of different shareholders. (b) A
beneficial shareholder may assert dissenters' rights as to shares held on his or her behalf
only if: (1) He or she submits to the corporation the record shareholder's written consent
to the dissent not later than the time the beneficial shareholder asserts...
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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-2A-6.27
Section 10A-2A-6.27 Restriction on transfer of stock. (a) The certificate of incorporation,
the bylaws, an agreement among stockholders, or an agreement between stockholders and the
corporation may impose restrictions on the transfer or registration of transfer of stock of
the corporation. A restriction does not affect stock issued before the restriction was adopted
unless the holders of the stock are parties to the restriction agreement or voted in favor
of the restriction. (b) A restriction on the transfer or registration of transfer of stock
is valid and enforceable against the corporation, the holder, or a transferee of the holder
if the restriction is authorized by this section and as provided in Section 10A-1-3.42, and
its existence is noted conspicuously on the front or back of the certificate or is contained
in the information required by Section 10A-1-3.45. Unless so noted or contained, a restriction
is not enforceable against a person without knowledge of the restriction. (c)...
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10A-2-14.34
Section 10A-2-14.34 Election to purchase in lieu of dissolution. REPEALED IN THE 2019 REGULAR
SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) In a proceeding under Section 10A-2-14.30(2) to dissolve a corporation that has no shares
listed on a national securities exchange or regularly traded in a market maintained by one
or more members of a national or affiliated securities association, the corporation may elect
or, if it fails to elect, one or more shareholders may elect to purchase all shares owned
by the petitioning shareholder at the fair value of the shares. An election pursuant to this
section shall be irrevocable unless the court determines that it is equitable to set aside
or modify the election. (b) An election to purchase pursuant to this section may be filed
with the court at any time within 90 days after the filing of the petition under Section 10A-2-14.30(2)
or at a later time as the court in its discretion may allow. If...
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