Section 30-30-605 – TERMS OF DIRECTORS GENERALLY.
30-30-605. TERMS OF DIRECTORS GENERALLY. (1) The articles or bylaws must specify the terms of directors. Except for designated or appointed directors, the terms of directors may not exceed five (5) years. In the absence of any term specified in the articles or bylaws, the term of each director shall be one (1) year. Directors […]
Section 30-30-621 – REQUIRED OFFICERS.
30-30-621. REQUIRED OFFICERS. (1) Unless otherwise provided in the articles or bylaws, a corporation shall have a president, a secretary, a treasurer and such other officers as are appointed by the board. Except in the case of religious corporations, any two (2) or more offices may be held by the same person, except the offices […]
Section 30-30-606 – STAGGERED TERMS FOR DIRECTORS.
30-30-606. STAGGERED TERMS FOR DIRECTORS. The articles or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups. The terms of office of the several groups need not be uniform. History: [30-30-606, added 2015, ch. 243, sec. 79, p. 985.]
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 30-30-510 – VOTING ENTITLEMENT GENERALLY.
30-30-510. VOTING ENTITLEMENT GENERALLY. (1) Unless the articles or bylaws provide otherwise, each member is entitled to one (1) vote on each matter voted on by the members, or by one (1) vote for each share of stock in a corporation that issues shares of stock instead of memberships, when authorized by the articles of […]
Section 30-30-511 – QUORUM REQUIREMENTS.
30-30-511. QUORUM REQUIREMENTS. (1) Unless this act, the articles, or bylaws provide for a higher or lower quorum, ten percent (10%) of the votes entitled to be cast on a matter must be represented in person, by proxy, by mailed written ballot, by absentee ballot, or by means of remote communication to the extent authorized […]
Section 30-30-512 – VOTING REQUIREMENTS.
30-30-512. VOTING REQUIREMENTS. (1) Unless this act, the articles or the bylaws require a greater vote or voting by class, if a quorum is present, the affirmative vote of the votes represented and voting, which affirmative votes also constitute a majority of the required quorum, is the act of the members. (2) A bylaw amendment […]