Section 30-30-622 – DUTIES AND AUTHORITY OF OFFICERS.
30-30-622. DUTIES AND AUTHORITY OF OFFICERS. Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties and authority prescribed in a resolution of the board or by direction of an officer authorized by the board to prescribe the duties and […]
Section 30-30-607 – RESIGNATION OF DIRECTORS.
30-30-607. RESIGNATION OF DIRECTORS. (1) A director may resign at any time by delivering written notice to the board of directors, its presiding officer or to the president or secretary. (2) A resignation is effective when the notice is effective unless the notice specifies a future effective date. If a resignation is made effective at […]
Section 30-30-623 – STANDARDS OF CONDUCT FOR OFFICERS.
30-30-623. STANDARDS OF CONDUCT FOR OFFICERS. (1) An officer with discretionary authority shall discharge his duties under that authority: (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 officer reasonably believes to be in the best interests […]
Section 30-30-608 – REMOVAL OF DIRECTORS ELECTED BY MEMBERS OR DIRECTORS.
30-30-608. REMOVAL OF DIRECTORS ELECTED BY MEMBERS OR DIRECTORS. (1) The members may remove one (1) or more directors elected by them without cause. (2) If a director is elected by a class, chapter or other organizational unit or by region or other geographic grouping, the director may be removed only by the members of […]
Section 30-30-609 – REMOVAL OF DESIGNATED OR APPOINTED DIRECTORS.
30-30-609. REMOVAL OF DESIGNATED OR APPOINTED DIRECTORS. (1) A designated director may be removed by an amendment to the articles or bylaws deleting or changing the designation. (2) Appointed directors: (a) Except as otherwise provided in the articles or bylaws, an appointed director may be removed without cause by the person appointing the director; (b) […]
Section 30-30-610 – VACANCY ON BOARD.
30-30-610. VACANCY ON BOARD. (1) Unless the articles or bylaws provide otherwise, and except as provided in subsections (2) and (3) of this section, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors: (a) The members, if any, may fill the vacancy. If […]
Section 30-30-611 – COMPENSATION OF DIRECTORS.
30-30-611. COMPENSATION OF DIRECTORS. Unless the articles or bylaws provide otherwise, a board of directors may fix the compensation, fees, insurance or benefits, if any, of directors. History: [30-30-611, added 2015, ch. 243, sec. 79, p. 987.]
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) […]