11-97-8
Section 11-97-8 Powers of corporation; location of facilities of corporation. (a) Every corporation shall have all of the powers necessary and convenient to carry out and effectuate the purposes and provisions of this chapter, including (without limiting the generality of the foregoing) the following powers: (1) To have succession in its corporate name for the duration of time (which may be in perpetuity, subject to the provisions of Section 11-97-22 hereof) specified in its certificate of incorporation; (2) To sue and be sued in its own name in civil suits and actions and to defend suits against it; (3) To adopt and make use of a corporate seal and to alter the same at pleasure; (4) To adopt, alter, and repeal bylaws, regulations, and rules, not inconsistent with the provisions of this chapter, for the regulation and conduct of its affairs and business; (5) To acquire, whether by gift, purchase, transfer, foreclosure, lease, or otherwise, to construct and to expand, improve, operate,...
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11-101A-8
Section 11-101A-8 Powers of authority. (a) In addition to all other powers granted elsewhere in this chapter, and subject to the express provisions of its certificate of incorporation, an 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, specified in its certificate of incorporation, or until dissolved as provided in Section 11-101A-24. (2) To sue and be sued in its own name in civil suits and actions, and to defend suits and actions against it, subject, however, to Chapter 93 of this title, which chapter is hereby made applicable to the authority. (3) To adopt, alter, amend, and repeal bylaws, regulations, and rules for the regulation and conduct of its affairs and business. (4) To adopt and make use of a corporate seal and to alter the same at pleasure. (5) To acquire, whether by purchase,...
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25-14-5
Section 25-14-5 Registration requirements; limited registration; reciprocity; fees. (a)(1) A person may not provide, advertise, or otherwise hold itself out as providing professional employer services in this state unless the person is registered under this chapter to operate a professional employer organization. (2) Each person desiring to operate as a professional employer organization shall file with the secretary a completed registration form to include the following information: a. The name or names under which the professional employer organization conducts business. b. The address of the principal place of business of the professional employer organization and the address of each office it maintains in this state. c. The professional employer organization's taxpayer or employer identification number. d. A list by jurisdiction of each name under which the professional employer organization has operated in the preceding five years, including any alternative names, names of...
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19-3B-108
Section 19-3B-108 Principal place of administration. (a) Without precluding other means for establishing a sufficient connection with the designated jurisdiction, terms of a trust designating the principal place of administration are valid and controlling if: (1) a trustee's principal place of business is located in or a trustee is a resident of the designated jurisdiction; or (2) all or part of the administration occurs in the designated jurisdiction. (b) A trustee shall administer the trust at a place appropriate to its purposes, its administration, and the interests of the beneficiaries; provided, however, a trustee shall not be required to transfer the trust's principal place of administration to another state or to a jurisdiction outside of the United States. (c) Without precluding the right of the court to order, approve, or disapprove a transfer, the trustee may transfer the trust's principal place of administration to another state or to a jurisdiction outside of the United...
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19-3B-802
Section 19-3B-802 Duty of loyalty. (a) A trustee shall administer the trust solely in the interests of the beneficiaries. (b) Subject to the rights of persons dealing with or assisting the trustee as provided in Section 19-3B-1012, a sale, encumbrance, or other transaction involving the investment or management of trust property entered into by the trustee for the trustee's own personal account or which is otherwise affected by a conflict between the trustee's fiduciary and personal interests is voidable by a beneficiary affected by the transaction unless: (1) the transaction was authorized by the terms of the trust; (2) the transaction was approved by the court; (3) the beneficiary did not commence a judicial proceeding within the time allowed by Section 19-3B-1005; (4) the beneficiary consented to the trustee's conduct, ratified the transaction, or released the trustee in compliance with Section 19-3B-1009; or (5) the transaction involves a contract entered into or claim acquired by...
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19-3B-902
Section 19-3B-902 Standard of care; portfolio strategy; risk and return objectives. (a) A trustee shall invest and manage trust assets as a prudent investor would, by considering the purposes, terms, distribution requirements, and other circumstances of the trust. In satisfying this standard, the trustee shall exercise reasonable care, skill, and caution. (b) A trustee's investment and management decisions respecting individual assets must be evaluated not in isolation but in the context of the trust portfolio as a whole and as a part of an overall investment strategy having risk and return objectives reasonably suited to the trust. (c) Among circumstances that a trustee may consider in investing and managing trust assets are such of the following as are relevant to the trust or its beneficiaries: (1) general economic conditions; (2) the possible effect of inflation or deflation; (3) the expected tax consequences of investment decisions or strategies; (4) the role that each investment...
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19-3-301
Section 19-3-301 Power to amend trust instrument. (a) The trustee of a trust, whenever created, which is or is treated as a private foundation as defined in Section 509 of the Internal Revenue Code of 1954, a charitable trust as defined in Section 4947(a)(1) of the Internal Revenue Code of 1954, or a split-interest trust as defined in Section 4947(a)(2) of the Internal Revenue Code of 1954, may amend the terms of the governing instrument to the extent necessary to bring the trust into conformity with the requirements for: (1) Termination of private foundation status in the manner described in Section 507(b) thereof; (2) Exemption of the trust from the taxes imposed by Sections 4941 to 4945, inclusive, thereof; or (3) Exclusion of the trust from private foundation status under Section 509(a)(3) thereof, and for this latter purpose may release, extinguish or renounce any power contained in the governing instrument, may reduce or limit the charitable organizations or classes of charitable...
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19-3B-1002
Section 19-3B-1002 Damages for breach of trust. (a) A trustee who commits a breach of trust is liable to the beneficiaries affected for: (1) the greater of: (i) the amount required to restore the value of the trust property and trust distributions to what they would have been had the breach not occurred; or (ii) the profit the trustee made by reason of the breach; (2) any measure of damage otherwise provided by law. (b) Except as otherwise provided in this subsection, if more than one trustee is liable to the beneficiaries for a breach of trust, a trustee is entitled to contribution from the other trustee or trustees. A trustee is not entitled to contribution if the trustee was substantially more at fault than another trustee or if the trustee committed the breach of trust in bad faith or with reckless indifference to the purposes of the trust or the interests of the beneficiaries. A trustee who received a benefit from the breach of trust is not entitled to contribution from another...
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19-3B-708
Section 19-3B-708 Compensation of trustee. (a) If the terms of a trust do not specify the trustee's compensation, then a trustee is entitled to compensation that is reasonable under the circumstances. (b) If the terms of a trust specify the trustee's compensation, the trustee has entered into a written fee agreement with the settlor, or the trustee has entered into a written fee agreement with the adult current permissible distributees of income and, in the event the trustee's compensation is allocated to principal, the adult presumptive remainder beneficiaries of the trust, then the trustee is entitled to be compensated as specified in the applicable agreement, but the court may allow more or less compensation if: (1) the duties of the trustee are substantially different from those contemplated when the trust was created or when the applicable agreement was executed; or (2) the compensation specified by the terms of the trust or the applicable agreement would be unreasonably low or...
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19-3B-808
Section 19-3B-808 Powers to direct. (a) While a trust is revocable, the trustee may follow a direction of the settlor that is contrary to the terms of the trust. (b) If the terms of a trust confer upon a person other than the settlor of a revocable trust power to direct certain actions of the trustee, then the trustee shall act in accordance with an exercise of the power unless the attempted exercise is manifestly contrary to the terms of the trust or the trustee knows the attempted exercise would constitute a serious breach of a fiduciary duty that the person holding the power owes to the beneficiaries of the trust. (c) The terms of a trust may confer upon a trustee or other person a power to direct the modification or termination of the trust. (d) A person, other than a beneficiary, who holds a power to direct is presumptively a fiduciary who, as such, is required to act in good faith with regard to the purposes of the trust and the interests of the beneficiaries. The holder of a...
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