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Title 10 – Corporations and Associations Chapter 31 – Directors and officers-nonprofit Corporations Article 1 – Board of Directors Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors.

Title 10 – Corporations and Associations Chapter 31 – Directors and officers-nonprofit Corporations Article 2 – Meetings and Action of the Board A. If the time and place of a directors’ meeting is fixed by the bylaws or the board of directors, the meeting is a regular meeting. All other meetings are special meetings. B. […]

Title 10 – Corporations and Associations Chapter 31 – Directors and officers-nonprofit Corporations Article 2 – Meetings and Action of the Board A. Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by chapters 24 through 40 of this title to be taken at a directors’ meeting may be taken without […]

Title 10 – Corporations and Associations Chapter 31 – Directors and officers-nonprofit Corporations Article 2 – Meetings and Action of the Board A. Unless the articles of incorporation, bylaws or subsection C of this section provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place or […]

Title 10 – Corporations and Associations Chapter 31 – Directors and officers-nonprofit Corporations Article 2 – Meetings and Action of the Board A. A director may waive any notice required by chapters 24 through 40 of this title, the articles of incorporation or bylaws before or after the date and time stated in the notice. […]

Title 10 – Corporations and Associations Chapter 31 – Directors and officers-nonprofit Corporations Article 2 – Meetings and Action of the Board A. Unless the articles of incorporation or bylaws require a different number, a quorum of a board of directors consists of either: 1. A majority of the fixed number of directors if the […]

Title 10 – Corporations and Associations Chapter 31 – Directors and officers-nonprofit Corporations Article 2 – Meetings and Action of the Board A. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may create one or more committees and appoint members of the board of directors to serve on them. Each […]

Title 10 – Corporations and Associations Chapter 31 – Directors and officers-nonprofit Corporations Article 3 – Standards of Conduct A. A director’s duties, including duties as a member of a committee, shall be discharged: 1. In good faith. 2. With the care an ordinarily prudent person in a like position would exercise under similar circumstances. […]

Title 10 – Corporations and Associations Chapter 31 – Directors and officers-nonprofit Corporations Article 3 – Standards of Conduct A. A director who votes for or assents to a distribution made in violation of sections 10-11301 and 10-11302 or the articles of incorporation is personally liable to the corporation for the amount of the distribution […]

Title 10 – Corporations and Associations Chapter 31 – Directors and officers-nonprofit Corporations Article 4 – Officers A. A corporation shall have the officers described in its articles of incorporation or bylaws or appointed by the board of directors in accordance with the articles of incorporation or bylaws. B. A duly appointed officer may appoint […]

Title 10 – Corporations and Associations Chapter 31 – Directors and officers-nonprofit Corporations Article 4 – Officers Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties and authority prescribed by the board of directors or by direction of an […]

Title 10 – Corporations and Associations Chapter 31 – Directors and officers-nonprofit Corporations Article 4 – Officers A. If an officer has discretionary authority with respect to any duties, an officer’s duties shall be discharged under that authority: 1. In good faith. 2. With the care an ordinarily prudent person in a like position would […]