7022 – Other Provisions Affecting Indemnification of Directors and Officers.
§ 7022. Other provisions affecting indemnification of directors and officers. 1. All expenses incurred in defending a civil or criminal action or proceeding which are advanced by the corporation under subdivision three of section seven thousand twenty or allowed by a court under subdivision three of section seven thousand twenty-one shall be repaid in case […]
7010 – Place and Time of Meetings of the Board.
§ 7010. Place and time of meetings of the board. 1. Meetings, regular or special, of the board may be held at any place within or without this state, unless otherwise provided by the organization certificate or the by-laws. 2. The board of every bank and trust company, stock-form savings bank, and stock-form savings and […]
7011 – Notice of Board Meetings; Waiver; Adjournment.
§ 7011. Notice of board meetings; waiver; adjournment. 1. Unless otherwise provided by the by-laws, regular meetings of the board may be held without notice if the time and place of such meetings are fixed by the by-laws or the board. Special meetings of the board shall be held upon notice to the directors. 2. […]
7012 – Executive Committee and Other Committees.
§ 7012. Executive committee and other committees. 1. If the organization certificate or the by-laws so provide, the board, by resolution adopted by a majority of the entire board, may designate from among its members an executive committee consisting of at least five directors in the case of banks, trust companies, stock-form savings banks, and […]
7013 – Officers.
§ 7013. Officers. 1. The board of every corporation, at the annual meeting of such board following each annual meeting of stockholders, shall elect a president (who, in the case of a bank or trust company, stock-form savings bank, or stock-form savings and loan association, shall be from its own number) and shall also elect […]
7014 – Removal of Officers.
§ 7014. Removal of officers. 1. Any officer elected or appointed by the board may be removed by the board, or his authority suspended by it, with or without cause. Such removal or suspension without cause, however, shall be without prejudice to his contract rights. The election or appointment of an officer shall not be […]
7015 – Duty of Directors and Officers; Oath of Directors.
§ 7015. Duty of directors and officers; oath of directors. 1. Directors and officers shall discharge the duties of their respective positions in good faith and with that degree of diligence, care and skill which ordinarily prudent men would exercise under similar circumstances in like positions. In discharging their duties, directors and officers, when acting […]
7016 – Liability of Directors in Certain Cases.
§ 7016. Liability of directors in certain cases. 1. Directors of a corporation, who vote for or concur in the declaration of any dividend or other distribution to stockholders which impairs its capital stock or while its capital stock is impaired, impairs any surplus fund or reserve which is not available for dividends under section […]
7017 – Actions Against Directors and Officers for Misconduct.
§ 7017. Actions against directors and officers for misconduct. 1. An action may be brought against one or more directors or officers of a corporation to procure a judgment for the following relief: (a) To compel the defendant to account for his official conduct in the following cases: (1) The neglect of, or failure to […]
7018 – Nonexclusivity of Statutory Provisions for Indemnification of Directors and Officers.
§ 7018. Nonexclusivity of statutory provisions for indemnification of directors and officers. The indemnification and advancement of expenses granted pursuant to, or provided by, this article shall not be deemed exclusive of any other rights to which a director or officer seeking indemnification or advancement of expenses may be entitled, whether contained in the organization […]