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Board of Directors
§ 79-4-8.01. Requirement for Board of Directors; exception; duties of Board - Except as provided in Section 79-4-7.32, each corporation must have...
§ 79-4-8.02. Qualifications of directors - The articles of incorporation or bylaws may prescribe qualifications for...
§ 79-4-8.03. Number and election of directors - A board of directors must consist of one or more...
§ 79-4-8.04. Election of directors by authorized classes of shares - If the articles of incorporation authorize dividing the shares into...
§ 79-4-8.05. Terms of directors generally - The terms of the initial directors of a corporation expire...
§ 79-4-8.06. Staggered terms for directors - The articles of incorporation may provide for staggering the terms...
§ 79-4-8.07. Resignation of directors - A director may resign at any time by delivering written...
§ 79-4-8.08. Removal of directors by shareholders - The shareholders may remove one or more directors with or...
§ 79-4-8.09. Removal of directors by judicial proceeding - The chancery court of the county where a corporation's principal...
§ 79-4-8.10. Vacancy on board - Unless the articles of incorporation provide otherwise, if a vacancy...
§ 79-4-8.11. Compensation of directors - Unless the articles of incorporation or bylaws provide otherwise, the...
Meetings and Action of the Board
§ 79-4-8.20. Meetings - The board of directors may hold regular or special meetings...
§ 79-4-8.21. Action without meeting - Action required or permitted by Section 79-4-1.01 et seq. to...
§ 79-4-8.22. Notice of meeting - Unless the articles of incorporation or bylaws provide otherwise, regular...
§ 79-4-8.23. Waiver of notice - A director may waive any notice required by Sections 79-4-1.01...
§ 79-4-8.24. Quorum and voting - Unless the articles of incorporation or bylaws require a greater...
§ 79-4-8.25. Committees - Unless this chapter, the articles of incorporation or the bylaws...
§ 79-4-8.26. Submission of matters for shareholder vote - A corporation may agree to submit a matter to a...
Standards of Conduct
§ 79-4-8.30. General standards for directors - Each member of the board of directors, when discharging the...
§ 79-4-8.31. Standards of liability for directors - A director shall not be liable to the corporation or...
§ 79-4-8.33. Liability for unlawful distributions - A director who votes for or assents to a distribution...
Officers
§ 79-4-8.40. Required offices - A corporation has the offices described in its bylaws or...
§ 79-4-8.41. Duties of officers - Each officer has the authority and shall perform the duties...
§ 79-4-8.42. Standards of conduct for officers - An officer, when performing in such capacity, shall act: In...
§ 79-4-8.43. Resignation and removal of officers - An officer may resign at any time by delivering notice...
§ 79-4-8.44. Contract rights of officers - The appointment of an officer does not itself create contract...
Indemnification
§ 79-4-8.50. Subarticle definitions - In this subarticle:
§ 79-4-8.51. Authority to indemnify - Except as otherwise provided in subsection (d) of this section,...
§ 79-4-8.52. Mandatory indemnification - A corporation shall indemnify a director who was wholly successful,...
§ 79-4-8.53. Advance for expenses - A corporation may, before final disposition of a proceeding, advance...
§ 79-4-8.54. Court-ordered indemnification - A director who is a party to a proceeding because...
§ 79-4-8.55. Determination and authorization of indemnification - A corporation may not indemnify a director under Section 79-4-8.51...
§ 79-4-8.56. Indemnification of officers - A corporation may indemnify and advance expenses under this subarticle...
§ 79-4-8.57. Insurance - A corporation may purchase and maintain insurance on behalf of...
§ 79-4-8.58. Application of subarticle - A corporation may, by a provision in its articles of...
§ 79-4-8.59. Subarticle to be controlling - A corporation may provide indemnification or advance expenses to a...
Director's Conflicts of Interest
§ 79-4-8.60. Definitions - In Sections 79-4-8.60 through 79-4-8.63 and Section 79-4-8.70: To which,...
§ 79-4-8.61. When director's actions not sanctionable - A transaction effected or proposed to be effected by the...
§ 79-4-8.62. Effectiveness of directors' action; disclosure - Directors' action respecting a director's conflicting interest transaction is effective...
§ 79-4-8.63. Shareholder approval of director's conflicting interest transaction - Shareholders' action respecting a director's conflicting interest transaction is effective...
§ 79-4-8.70. Business opportunities - A director's taking advantage, directly or indirectly, of a business...