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7-122-101. Incorporators. 7-122-102. Articles of incorporation. 7-122-103. Incorporation 7-122-104. Unauthorized assumption of corporate powers. 7-122-105. Organization of nonprofit corporation. 7-122-106. Bylaws. 7-122-107. Emergency bylaws. |
7-123-101. Purposes and applicability. 7-123-102. General powers. 7-123-103. Emergency powers. 7-123-104. Ultra vires [the validity of corporate action may not be challenged on the ground that the nonprofit corporation lacks or lacked power to act.] 7-123-105. Actions against nonprofit corporations. |
7-124-101. Corporate name. 7-124-102. Reserved name. |
7-125-101. Registered office and registered agent.
7-125-102. Change of registered office or registered agent. 7-125-103. Resignation of registered agent 7-125-104. Service on nonprofit corporation. |
7-126-101. No requirement of members 7-126-102. Admission. 7-126-103. Liability to third parties. 7-126-104. Consideration. 7-126-201. Differences in rights and obligations of members. 7-126-202. Transfers 7-126-203 7-126-301. Resignation 7-126-302. Termination, expulsion, or suspension. 7-126-303. Purchase of memberships. 7-126-401. Derivative suits. 7-126-501. Delegates |
7-127-101. Annual and regular meetings. 7-127-102. Special meeting. 7-127-103. Court-ordered meeting. 7-127-104. Notice of meeting. 7-127-105. Waiver of notice. 7-127-106. Record date 7-127-107. Action without meeting 7-127-108. Meetings by telecommunication. 7-127-109. Action by written ballot. 7-127-201. Members' list for meeting and action by written ballot. 7-127-202. Voting entitlement generally. 7-127-203. Proxies. 7-127-204. Nonprofit corporation's acceptance of votes. 7-127-205. Quorum and voting requirements for voting groups. 7-127-206. Action by single and multiple voting groups. 7-127-207. Greater quorum or voting requirements. 7-127-208. Voting for directors - cumulative voting. 7-127-209. Other methods of electing directors. |
7-128-101. Requirement for board of directors 7-128-102. Qualifications of directors. 7-128-103. Number of directors 7-128-104. Election, appointment, and designation of directors. 7-128-105. Terms of directors generally. 7-128-106. Staggered terms for directors. 7-128-107. Resignation of directors. 7-128-108. Removal of directors. 7-128-109. Removal of directors by judicial proceeding. 7-128-110. Vacancy on board. 7-128-111. Compensation of directors. 7-128-201. Meetings. 7-128-202. Action without meeting. 7-128-203. Notice of meeting 7-128-204. Waiver of notice. 7-128-205. Quorum and voting. 7-128-206. Committees of the board. 7-128-301. Officers. 7-128-302. Duties of officers. 7-128-303. Resignation and removal of officers. 7-128-304. Contract rights with respect to officers. 7-128-401. General standards of conduct for directors and officers. 7-128-402. Limitation of certain liabilities of directors and officers. 7-128-403. Liability of directors for unlawful distributions. 7-128-501. Conflicting interest transaction. |
7-129-101. Indemnification definitions 7-129-102. Authority to indemnify directors. 7-129-103. Mandatory indemnification of directors 7-129-104. Advance of expenses to directors. 7-129-105. Court-ordered indemnification of directors. 7-129-106. Determination and authorization of indemnification 7-129-107. Indemnification of officers, employees, fiduciaries, and agents. 7-129-108. Insurance. 7-129-109. Limitation of indemnification of directors 7-129-110. Notice to voting members of indemnification of director |
7-130-101. Authority to amend articles of incorporation 7-130-102. Amendment of articles of incorporation by board of directors or incorporators 7-130-103. Amendment of articles of incorporation by board of directors and members 7-130-104. Voting on amendments of articles of incorporation 7-130-105. Articles of amendment to articles of incorporation. 7-130-106. Restated articles of incorporation. 7-130-107. Amendment of articles of incorporation pursuant to reorganization 7-130-108. Effect of amendment of articles of incorporation. 7-130-201. Amendment of bylaws by board of directors or members. 7-130-202. Bylaw changing quorum or voting requirement for members. 7-130-203. Bylaw changing quorum or voting requirement for directors. 7-130-301. Approval by third persons. 7-130-302. Amendment terminating members or redeeming or canceling memberships |
7-131-101. Merger. 7-131-102. Action on plan of merger. 7-131-103. Articles of merger. 7-131-104. Effect of merger. 7-131-105. Merger with foreign nonprofit corporation. |
7-132-101. Sale of property. 7-132-102. Sale of property other than in regular course of activities. |
7-133-101. Distributions prohibited. 7-133-102. Authorized distributions. |
7-134-101. Dissolution by incorporators or directors if no members 7-134-102. Dissolution by directors and members 7-134-103. Articles of dissolution. 7-134-104. Revocation of dissolution 7-134-105. Effect of dissolution. 7-134-106. Disposition of known claims by notification. 7-134-107. Disposition of claims by publication. 7-134-108. Enforcement of claims against dissolved nonprofit corporation. 7-134-109. Service on dissolved nonprofit corporation 7-134-201. Grounds for administrative dissolution. 7-134-202. Procedure for and effect of administrative dissolution. 7-134-203. Reinstatement following administrative dissolution. 7-134-204. Appeal from denial of reinstatement. 7-134-205. Continuation as unincorporated association. 7-134-301. Grounds for judicial dissolution 7-134-302. Procedure for judicial dissolution 7-134-303. Receivership or custodianship. 7-134-304. Decree of dissolution. 7-134-401. Dissolution upon expiration of period of duration. 7-134-501. Deposit with state treasurer |
7-135-101. Authority to conduct affairs required 7-135-102. Consequences of conducting affairs without authority 7-135-103. Application for authority to conduct affairs 7-135-104. Amended application for authority to conduct affairs. 7-135-105. Effect of filing an application for authority to conduct affairs. 7-135-106. Corporate name and assumed corporate name of foreign nonprofit corporation 7-135-107. Registered name of foreign nonprofit corporation 7-135-108. Registered office and registered agent of foreign nonprofit corporation. 7-135-109. Changes of registered office or registered agent of foreign nonprofit corporation 7-135-110. Resignation of registered agent of foreign nonprofit corporation. 7-135-111. Service on foreign nonprofit corporation. 7-135-112. Merger of foreign nonprofit corporations authorized to conduct affairs in this state. 7-135-201. Withdrawal of foreign nonprofit corporation. 7-135-202. Service on withdrawn foreign nonprofit corporation. 7-135-301. Grounds for revocation. 7-135-302. Procedure for and effect of revocation. 7-135-303. Appeal from revocation. |
7-136-101. Corporate records. 7-136-102. Inspection of corporate records by members 7-136-103. Scope of member's inspection right. 7-136-104. Court-ordered inspection of corporate records. 7-136-105. Limitations on use of membership list. 7-136-106. Financial statements. 7-136-107. Corporate report to secretary of state. 7-136-108. Statement of person named as director or officer. 7-136-109. Interrogatories by secretary of state. |
7-137-101. Application to existing corporations. (1) (a) For purposes of this article, "existing corporate entity" means any corporate entity that was in existence on June 30, 1998, 7-137-102. Pre-1968 corporate entities 7-137-103. Application to foreign nonprofit corporations. 7-137-201. Procedure to elect to accept articles 121 to 137 of this title. 7-137-202. Statement of election to accept articles 121 to 137 of this title. 7-137-203. Filing statement of election to accept articles 121 to 7-137-204. Effect of certificate of acceptance. 7-137-301. Saving provisions. |
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