Section 30-30-612 – REGULAR AND SPECIAL MEETINGS.
30-30-612. REGULAR AND SPECIAL MEETINGS. (1) If the time and place of a directors’ meeting is fixed by the bylaws or the board, the meeting is a regular meeting. All other meetings are special meetings. (2) A board of directors may hold regular or special meetings in or out of this state. (3) Unless the […]
Section 30-30-613 – ACTION WITHOUT MEETING.
30-30-613. ACTION WITHOUT MEETING. (1) Unless the articles or bylaws provide otherwise, action required or permitted by this act to be taken at a board of directors’ meeting may be taken without a meeting if the action is taken by all members of the board. The action must be evidenced by one (1) or more […]
Section 30-30-614 – CALL AND NOTICE OF MEETINGS.
30-30-614. CALL AND NOTICE OF MEETINGS. (1) Unless the articles, bylaws or subsection (3) of this section provides otherwise, regular meetings of the board may be held without notice. (2) Unless the articles, bylaws or subsection (3) of this section provides otherwise, special meetings of the board must be preceded by at least two (2) […]
Section 30-30-615 – WAIVER OF NOTICE.
30-30-615. WAIVER OF NOTICE. (1) A director may, at any time before, during or after the meeting, waive any notice required by this act, the articles or bylaws. Except as provided in subsection (2) of this section, the waiver must be in writing, signed by the director entitled to the notice, and filed with the […]
Section 30-30-616 – QUORUM AND VOTING.
30-30-616. QUORUM AND VOTING. (1) Except as otherwise provided in this act, the articles or bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. In no event may the articles or bylaws authorize a quorum of fewer than the greater of one-third […]
Section 30-30-617 – COMMITTEES OF THE BOARD.
30-30-617. COMMITTEES OF THE BOARD. (1) Unless prohibited or limited by the articles or bylaws, a board of directors may create one (1) or more committees of the board and appoint members of the board to serve on them. Each committee shall have two (2) or more directors, who serve at the pleasure of the […]
Section 30-30-618 – GENERAL STANDARDS FOR DIRECTORS.
30-30-618. GENERAL STANDARDS FOR DIRECTORS. (1) A director shall discharge his duties as a director, including his duties as a member of a committee: (a) In good faith; (b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (c) In a manner the director reasonably believes to […]
Section 30-30-619 – DIRECTOR — CONFLICT OF INTEREST.
30-30-619. DIRECTOR — CONFLICT OF INTEREST. (1) A conflict of interest transaction is a transaction with the corporation in which a director of the corporation has a direct or indirect interest. A conflict of interest transaction is not voidable or the basis for imposing liability on the director if the transaction was fair at the […]
Section 30-30-604 – ELECTION, DESIGNATION AND APPOINTMENT OF DIRECTORS.
30-30-604. ELECTION, DESIGNATION AND APPOINTMENT OF DIRECTORS. (1) If the corporation has members, all the directors, except the initial directors, shall be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the articles or bylaws provide some other time or method of election, or provide that some of the […]
Section 30-30-620 – LOANS TO OR GUARANTEES FOR DIRECTORS AND OFFICERS.
30-30-620. LOANS TO OR GUARANTEES FOR DIRECTORS AND OFFICERS. (1) Except with regard to loan or guarantee programs available to all members, a corporation may not lend money to or guarantee the obligation of a director or officer of the corporation, provided that a cooperative corporation may lend money to or guarantee the obligation of […]