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7-122-101. Incorporators. One or more persons may act as the incorporator or incorporators of a nonprofit corporation by delivering articles of incorporation to the secretary of state for filing. An incorporator who is a natural person shall be eighteen years of age or older. 7-122-102. Articles of incorporation. (1) The articles of incorporation shall set forth: (a) A corporate name for the nonprofit corporation that satisfies the requirements of section 7-124-101; (b) The street address of the nonprofit corporation's initial registered office and the name of its initial registered agent at that office; (c) The address of the nonprofit corporation's initial principal office; (d) The name and address of each incorporator; (e) Whether or not the nonprofit corporation will have voting members; (f) The written consent of the initial registered agent to the appointment unless such consent is provided in an accompanying document; and (g) Provisions not inconsistent with law regarding the distribution of assets on dissolution. (2) The articles of incorporation may but need not set forth: (a) The names and addresses of the individuals who are elected to serve as the initial directors; (b) Provisions not inconsistent with law regarding: (I) The purpose or purposes for which the nonprofit corporation is incorporated; (II) Managing and regulating the affairs of the nonprofit corporation; (III) Defining, limiting, and regulating the powers of the nonprofit corporation, its board of directors, and its members, or any class of members; and (IV) Whether cumulative voting will be permitted. (c) Any provision that under articles 121 to 137 of this title is required or permitted to be set forth in the bylaws. (d) The characteristics, qualifications, rights, limitations, and obligations attaching to each or any class of members. (3) The articles of incorporation need not set forth any of the corporate powers enumerated in articles 121 to 137 of this title. (4) If articles 121 to 137 of this title condition any matter upon the presence of a provision in the bylaws, the condition is satisfied if such provision is present either in the articles of incorporation or the bylaws. If articles 121 to 137 of this title condition any matter upon the absence of a provision in the bylaws, the condition is satisfied only if the provision is absent from both the articles of incorporation and the bylaws. 7-122-103. Incorporation. (1) A nonprofit corporation is incorporated when the articles of incorporation are filed by the secretary of state or, if a delayed effective date is specified pursuant to section 7-121-204 (2) in the articles of incorporation as filed by the secretary of state and a certificate of withdrawal is not filed, on such delayed effective date. The corporate existence begins upon incorporation. (2) The secretary of state's filing of the articles of incorporation is conclusive that all conditions precedent to incorporation have been met. 7-122-104. Unauthorized assumption of corporate powers. All persons purporting to act as or on behalf of a nonprofit corporation without authority to do so and without good faith belief that they have such authority shall be jointly and severally liable for all liabilities incurred or arising as a result thereof. 7-122-105. Organization of nonprofit corporation. (1) After incorporation: (a) If initial directors are not named in the articles of incorporation, the incorporators shall hold a meeting, at the call of a majority of the incorporators, to adopt initial bylaws, if desired, and to elect a board of directors; and (b) If initial directors are named in the articles of incorporation, the initial directors shall hold a meeting, at the call of a majority of the directors, to adopt bylaws, if desired, to appoint officers, and to carry on any other business. (2) Action required or permitted by articles 121 to 137 of this title to be taken by incorporators at an organizational meeting may be taken without a meeting if the action is taken in the manner provided in section 7-128-202 for action by directors without a meeting. An organizational meeting may be held in or out of this state. 7-122-106. Bylaws. (1) The board of directors or, if no directors have been named or elected, the incorporators may adopt initial bylaws. If neither the incorporators nor the board of directors have adopted initial bylaws, the members may do so. (2) The bylaws of a nonprofit corporation may contain any provision for managing and regulating the affairs of the nonprofit corporation that is not inconsistent with law or with the articles of incorporation. 7-122-107. Emergency bylaws. (1) Unless otherwise provided in the articles of incorporation, the board of directors may adopt bylaws to be effective only in an emergency as defined in subsection (4) of this section. The emergency bylaws, which are subject to amendment or repeal by the members, may include all provisions necessary for managing the nonprofit corporation during the emergency, including: (a) Procedures for calling a meeting of the board of directors; (b) Quorum requirements for the meeting; and (c) Designation of additional or substitute directors. (2) All provisions of the regular bylaws consistent with the emergency bylaws shall remain in effect during the emergency. The emergency bylaws shall not be effective after the emergency ends. (3) Corporate action taken in good faith in accordance with the emergency bylaws: (a) Binds the nonprofit corporation; and (b) May not be the basis for imposition of liability on any director, officer, employee, or agent of the nonprofit corporation on the ground that the action was not authorized corporate action. (4) An emergency exists for the purposes of this section if a quorum of the directors cannot readily be obtained because of some catastrophic event. |
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