§31D-8-830. Standard of Conduct for Directors
§31D-8-830. Standard of conduct for directors. (a) Each member of the board of directors, when discharging the duties of a director, shall act: (1) In good faith; and (2) in a manner the director reasonably believes to be in the best interests of the corporation. (b) The members of the board of directors or a […]
§31D-8-831. Standards of Liability for Directors
(a) A director is not liable to the corporation or its shareholders for any decision to take or not to take action, or any failure to take any action, as a director, unless the party asserting liability in a proceeding establishes that: (1) Any provision in the articles of incorporation authorized by subdivision (4), subsection […]
§31D-8-833. Directors' Liability for Unlawful Distributions
(a) A director who votes for or assents to a distribution in excess of what may be authorized and made pursuant to subsection (a), section six hundred forty, article six of this chapter is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating subsection […]
§31D-8-811. Compensation of Directors
Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors, including reasonable allowance for expenses actually incurred in connection with their duties.
§31D-8-806. Staggered Terms for Directors
If there are nine or more directors, the articles of incorporation may provide for staggering their terms by dividing the total number of directors into two or three groups, with each group containing as close to one half or one third of the total number of directors as possible. In that event, the terms of […]
§31D-8-807. Resignation of Directors
(a) A director may resign at any time by delivering written notice to the board of directors, the chair of the board of directors or to the corporation. (b) A resignation is effective when the notice is delivered unless the board of directors agree to a later effective date.
§31D-8-808. Removal of Directors by Shareholders
(a) The shareholders may remove one or more directors with or without cause. (b) If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove him or her. (c) A director may be removed only if the number of votes cast […]
§31D-8-809. Removal of Directors by Judicial Proceeding
(a) The circuit court may remove a director of the corporation from office in a proceeding commenced either by the corporation or by its shareholders holding at least ten percent of the outstanding shares of any class if the court finds that: (1) The director engaged in fraudulent or dishonest conduct or gross abuse of […]
§31D-8-810. Vacancy on Board
(a) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors: (1) The shareholders may fill the vacancy;
§31D-8-801. Requirement for and Duties of Board of Directors
§31D-8-801. Requirement for and duties of board of directors. (a) Except as provided in section seven hundred thirty-two, article seven of this chapter, each corporation must have a board of directors. (b) All corporate powers are to be exercised by or under the authority of, and the business and affairs of the corporation managed under […]