§31D-10-1007. Restated Articles of Incorporation
(a) A corporation's board of directors may restate its articles of incorporation at any time, with or without shareholder approval, to consolidate all amendments into a single document. (b) If the restated articles include one or more new amendments that require shareholder approval, the amendments must be adopted and approved as provided in section one […]
§31D-10-1008. Amendment Pursuant to Reorganization
(a) A corporation's articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under the authority of federal law. (b) The individual or individuals designated by the court shall deliver to the Secretary of […]
§31D-10-1009. Effect of Amendment
An amendment to the articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party or the existing rights of persons other than shareholders of the corporation. An amendment changing a corporation's name does not abate a proceeding brought […]
§31D-10-1020. Amendment by Board of Directors or Shareholders
§31D-10-1020. Amendment by board of directors or shareholders. (a) A corporation's shareholders may amend or repeal the corporation's bylaws. (b) A corporation's board of directors may amend or repeal the corporation's bylaws, unless: (1) The articles of incorporation or section one thousand twenty-one of this article reserve that power exclusively to the shareholders, in whole […]
§31D-8-855. Determination and Authorization of Indemnification
(a) A corporation may not indemnify a director under section eight hundred fifty-one of this article unless authorized for a specific proceeding after a determination has been made that indemnification of the director is permissible because he or she has met the relevant standard of conduct set forth in section eight hundred fifty-one of this […]
§31D-8-856. Indemnification of Officers
(a) A corporation may indemnify and advance expenses under this part to an officer of the corporation who is a party to a proceeding because he or she is an officer of the corporation: (1) To the same extent as a director; and
§31D-8-857. Insurance
A corporation may purchase and maintain insurance on behalf of an individual who is a director or officer of the corporation, or who, while a director or officer of the corporation, serves at the corporation's request as a director, officer, partner, trustee, employee or agent of another domestic or foreign corporation, partnership, joint venture, trust, […]
§31D-8-858. Variation by Corporate Action; Application of Part
(a) A corporation may, by a provision in its articles of incorporation or bylaws or in a resolution adopted or a contract approved by its board of directors or shareholders, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accordance with section eight hundred fifty-one of […]
§31D-8-859. Exclusivity of Part
A corporation may provide indemnification or advance expenses to a director or an officer only as permitted by this part.
§31D-8-860. Directors' Conflicting Interest Transactions
§31D-8-860. Directors' conflicting interest transactions. (a) No contract or transaction between a corporation and one or more of its directors or officers, or between a corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, is […]