§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 […]
The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a shareholder of the corporation unless the articles of incorporation or bylaws require he or she to be a shareholder.
(a) A board of directors must consist of one or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws. (b) If a board of directors has power to fix or change the number of directors, the board may increase or decrease by thirty percent or less […]
If the articles of incorporation authorize dividing the shares into classes, the articles may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes of shares. A class or classes of shares entitled to elect one or more directors is a separate voting group […]
(a) The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected. (b) The terms of all other directors expire at the next annual shareholders' meeting following their election unless their terms are staggered under section eight hundred six of this article. (c) A decrease in […]
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 […]
(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.
(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 […]
(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 […]
(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;
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-8-820. Meetings. (a) The board of directors may hold regular or special meetings in or out of this state. (b) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use […]
(a) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this chapter 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 or more written consents describing […]
(a) Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting. (b) Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors must […]
(a) A director may waive any notice required by this chapter, the articles of incorporation or bylaws before or after the date and time stated in the notice. Except as provided by subsection (b) of this section, the waiver must be in writing, signed by the director entitled to the notice, and filed with the […]
(a) Unless the articles of incorporation or bylaws require a greater number or unless otherwise specifically provided in this chapter, a quorum of a board of directors consists of: (1) A majority of the fixed number of directors if the corporation has a fixed-board size; or
(a) Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees and appoint members of the board of directors to serve on them. Each committee must have two or more members who serve at the pleasure of the board of directors. (b) The creation of a […]
§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 […]
(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 […]
(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 […]
