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Nonprofit Corporations

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§10-3732 Member agreements

Title 10 – Corporations and Associations Chapter 30 – Members’ Meetings and Voting-nonprofit Corporations Article 3 – Voting Agreement and Trusts A. An agreement among the members of a corporation that complies with this section is effective among the members and the corporation even though it is inconsistent with one or more other provisions of […]

§10-3801 Requirement for and duties of board

Title 10 – Corporations and Associations Chapter 31 – Directors and officers-nonprofit Corporations Article 1 – Board of Directors A. Each corporation shall have a board of directors. B. All corporate powers shall be exercised by or under the authority of and the affairs of the corporation shall be managed under the direction of its […]

§10-3802 Qualifications of directors

Title 10 – Corporations and Associations Chapter 31 – Directors and officers-nonprofit Corporations Article 1 – Board of Directors The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a member of the corporation unless the articles of incorporation or bylaws so prescribe.

§10-3803 Number of directors

Title 10 – Corporations and Associations Chapter 31 – Directors and officers-nonprofit Corporations Article 1 – Board of Directors A. A board of directors shall consist of one or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws. B. The articles of incorporation or bylaws may […]

§10-3804 Election, designation and appointment of directors

Title 10 – Corporations and Associations Chapter 31 – Directors and officers-nonprofit Corporations Article 1 – Board of Directors A. If the corporation has members, the members shall elect all the directors except the initial directors at the first annual meeting of members, and at each annual meeting after the first annual meeting, unless either: […]

§10-3805 Terms of directors generally

Title 10 – Corporations and Associations Chapter 31 – Directors and officers-nonprofit Corporations Article 1 – Board of Directors A. The terms of the initial directors of a corporation expire at the first election, appointment or designation of directors as provided in section 10-3804. B. The articles of incorporation or bylaws shall specify the terms […]

§10-3806 Staggered terms for directors

Title 10 – Corporations and Associations Chapter 31 – Directors and officers-nonprofit Corporations Article 1 – Board of Directors The articles of incorporation or bylaws may provide for staggering the directors’ terms of office by dividing the total number of directors into two or more groups. The terms of office of the several groups need […]

§10-3807 Resignation of directors

Title 10 – Corporations and Associations Chapter 31 – Directors and officers-nonprofit Corporations Article 1 – Board of Directors A. A director may resign at any time by delivering written notice to the board of directors, its presiding officer or the corporation. B. A resignation is effective when the notice is delivered unless the notice […]

§10-3808 Removal of directors elected by members or directors

Title 10 – Corporations and Associations Chapter 31 – Directors and officers-nonprofit Corporations Article 1 – Board of Directors A. A director may be removed from office pursuant to any procedure provided in the articles of incorporation or bylaws. B. If the articles of incorporation or bylaws do not provide a procedure for removal of […]

§10-3809 Removal of designated or appointed directors

Title 10 – Corporations and Associations Chapter 31 – Directors and officers-nonprofit Corporations Article 1 – Board of Directors A. A designated director may be removed by an amendment to the articles of incorporation or bylaws deleting or changing the designation. B. Except as otherwise provided in the articles of incorporation or bylaws, an appointed […]

§10-3810 Removal of directors by judicial proceeding

Title 10 – Corporations and Associations Chapter 31 – Directors and officers-nonprofit Corporations Article 1 – Board of Directors A. The court in the county where a corporation’s known place of business or, if none in this state, its statutory agent is located may remove a director of the corporation from office in a proceeding […]

§10-3811 Vacancy on board

Title 10 – Corporations and Associations Chapter 31 – Directors and officers-nonprofit Corporations Article 1 – Board of Directors A. Unless the articles of incorporation or bylaws provide otherwise, and except as provided in subsections B and C of this section, if a vacancy occurs on a board of directors, including a vacancy resulting from […]