Article 1 – Short Title
Article 2 – Filing Documents and Fees – Nonprofit Corporations
- 10-3120 – Filing requirements
- 10-3121 – Forms
- 10-3122 – Filing, service and copying fees; public access fund; expedited report filing and access
- 10-3123 – Effective time and date of document
- 10-3124 – Correcting filed document
- 10-3125 – Filing duty of commission
- 10-3127 – Evidentiary effect of copy of filed document
- 10-3128 – Certificate of good standing
Article 3 – Definitions, Notice, Private Foundations, Judicial Relief and Religious Organizations
- 10-3140 – Definitions
- 10-3141 – Notice
- 10-3150 – Private foundations; definition
- 10-3160 – Judicial relief
- 10-3180 – Religious corporations; constitutional protections
Chapter 25 – Incorporation and Transfer of Domicile – Nonprofit Corporations Article 1 – Incorporation
- 10-3201 – Incorporators
- 10-3202 – Articles of incorporation; violation; classification
- 10-3203 – Incorporation
- 10-3204 – Liability for noncorporate transactions
- 10-3205 – Organization of corporation
- 10-3206 – Bylaws
- 10-3207 – Emergency bylaws
Article 2 – Transfer of Domicile
- 10-3220 – Transfer of domicile
- 10-3221 – Adoption of articles of domestication
- 10-3222 – Articles of domestication
- 10-3223 – Certificate of disclosure and certificate of good standing
- 10-3224 – Recording and publication of articles of domestication
- 10-3225 – Effect of change of domicile
- 10-3226 – Transfer of domicile from this state
Chapter 26 – Purposes and Powers – Nonprofit Corporations Article 1 – General Provisions
- 10-3301 – Purposes
- 10-3302 – General Powers
- 10-3303 – Emergency Powers
- 10-3304 – Validity of Actions
Chapter 27 – Name – Nonprofit Corporations Article 1 – General Provisions
Chapter 28 – Office and Agent – Nonprofit Corporations Article 1 – Place of Business and Agent
- 10-3501 – Known place of business and statutory agent
- 10-3502 – Change of known place of business and statutory agent
- 10-3503 – Resignation of statutory agent
- 10-3504 – Service on corporation
Chapter 29 – Members and Membership – Nonprofit Corporations Article 1 – Admission of Members
Article 2 – Types of Membership – Members’ Rights and Obligations
- 10-3610 – Difference in rights and obligations of members
- 10-3611 – Transfers
- 10-3612 – Member’s liability to third parties
- 10-3613 – Member’s liability for dues, assessments and fees
- 10-3614 – Creditor’s action against member
Article 3 – Resignation and Termination
- 10-3620 – Resignation
- 10-3621 – Termination, expulsion and suspension
- 10-3622 – Purchase of memberships
Article 4 – Derivative Suits
- 10-3630 – Definitions
- 10-3631 – Standing
- 10-3632 – Demand
- 10-3633 – Stay of proceedings
- 10-3634 – Dismissal
- 10-3635 – Discontinuance or settlement
- 10-3636 – Payment of expenses
- 10-3637 – Applicability to foreign corporations
Article 5 – Delegates
- 10-3640 – Delegates
Chapter 30 – Members’ Meetings and Voting – Nonprofit Corporations Article 1 – Meetings and Action Without Meetings
- 10-3701 – Annual and regular meetings; exceptions
- 10-3702 – Special meeting
- 10-3703 – Court ordered meeting; costs; attorney fees
- 10-3704 – Action by written consent
- 10-3705 – Notice of meeting
- 10-3706 – Waiver of notice
- 10-3707 – Record date; determining members entitle to notice and vote
- 10-3708 – Action by written ballot
Article 2 – Voting
- 10-3720 – Members’ list for meeting
- 10-3721 – Voting entitlement generally
- 10-3722 – Quorum requirements
- 10-3723 – Voting requirements
- 10-3724 – Proxies
- 10-3725 – Cumulative voting for directors
- 10-3726 – Other methods of electing directors
- 10-3727 – Corporation’s acceptance of votes
Article 3 – Voting Agreement and Trusts
Article 1 – Board of Directors
- 10-3801 – Requirement for and duties of board
- 10-3802 – Qualifications of directors
- 10-3803 – Number of directors
- 10-3804 – Election, designation and appointment of directors
- 10-3805 – Terms of directors generally
- 10-3806 – Staggered terms for directors
- 10-3807 – Resignation of directors
- 10-3808 – Removal of directors elected by members or directors
- 10-3809 – Removal of designated or appointed directors
- 10-3810 – Removal of directors by judicial proceeding
- 10-3811 – Vacancy on board
- 10-3812 – Compensation of directors
Article 2 – Meetings and Action of the Board
- 10-3820 – Regular and special meetings
- 10-3821 – Action without meeting
- 10-3822 – Call and notice of meetings
- 10-3823 – Waiver of notice
- 10-3824 – Quorum and voting
- 10-3825 – Committees of the board
Article 3 – Standards of Conduct
Article 4 – Officers
- 10-3840 – Officers
- 10-3841 – Duties and authority of officers
- 10-3842 – Standards of conduct for officers
- 10-3843 – Resignation and removal of officers
- 10-3844 – Contract rights of officers
- 10-3845 – Officers’ authority to execute documents
Article 5 – Indemnification
- 10-3850 – Definitions
- 10-3851 – Authority to indemnify
- 10-3852 – Mandatory indemnification
- 10-3853 – Advance for expenses
- 10-3854 – Court ordered indemnification
- 10-3855 – Determination and authorization of indemnification
- 10-3856 – Indemnification of officers
- 10-3857 – Insurance
- 10-3858 – Application of article
Article 6 – Director’s Conflicting Interest Transactions
- 10-3860 – Definitions
- 10-3861 – Judicial action
- 10-3862 – Directors’ action; definition
- 10-3863 – Members’ action; definition
- 10-3864 – Conflict of interest policy; exceptions
Article 1 – Articles of Incorporation
- 10-11001 – Authority to amend
- 10-11002 – Amendment by board of directors
- 10-11003 – Amendment by board of directors and members
- 10-11004 – Class voting by members on amendments
- 10-11006 – Articles of amendment
- 10-11007 – Restated articles of incorporation
- 10-11008 – Amendment pursuant to reorganization
- 10-11009 – Effect of amendment and restatement
Article 2 – Bylaws
- 10-11020 – Amendment by board of directors
- 10-11021 – Amendment by board of directors or members
- 10-11022 – Class voting by members on amendments
- 10-11023 – Bylaw increasing quorum or voting requirements for members
- 10-11024 – Bylaw increasing quorum or voting requirement for directors
Article 3 – Articles of Incorporation and Bylaws
- 10-11030 – Approval by third persons
- 10-11031 – Amendment terminating members or redeeming or canceling memberships
Chapter 31 Article 1 – General Provisions
- 10-11101 – Approval of plan of merger
- 10-11102 – Membership exchange
- 10-11103 – Action on plan by board, members and third persons
- 10-11105 – Articles of merger or membership exchange; publication
- 10-11106 – Effect of merger or membership exchange
- 10-11107 – Merger or exchange with other entities
- 10-11108 – Requests, devises and gifts
Chapter 33 Article 1 – General Provisions
- 10-11201 – Sale of assets in regular course of activities and mortgage of assets
- 10-11202 – Sale of assets other than in regular course of activities
Chapter 34 Article 1 – General Provisions
- 10-11251 – Definitions
- 10-11252 – Scope; included transactions; excluded transactions
- 10-11253 – Public hearing; notice; requirements; summary report
- 10-11254 – Applicability
Chapter 35 Article 1 – General Provisions
Article 1 – Voluntary dissolution
- 10-11401 – Dissolution by incorporators or directors and third persons
- 10-11402 – Dissolution by directors and third persons
- 10-11403 – Articles of dissolution
- 10-11404 – Revocation of dissolution
- 10-11405 – Effect of dissolution
- 10-11406 – Known claims against dissolved corporation
- 10-11407 – Unknown claims against dissolved corporation
Article 2 – Administrative Dissolution
- 10-11420 – Grounds for administrative dissolution
- 10-11421 – Procedure for and effect of administrative dissolution
- 10-11422 – Reinstatement following administrative dissolution
Article 3 – Judicial Dissolution
- 10-11430 – Grounds for judicial dissolution
- 10-11431 – Procedure for judicial dissolution
- 10-11432 – Receivership
- 10-11433 – Decree of dissolution
Article 4 – Miscellaneous
- 10-11440 – Deposit with department of revenue
Chapter 36 Article 1 – Grant of Authority
- 10-11501 – Authority to conduct affairs required
- 10-11502 – Consequences of conducting affairs without authority
- 10-11503 – Application for certificate of authority
- 10-11504 – Changes requiring new authority
- 10-11505 – Effect of grant of authority
- 10-11506 – Corporate name of foreign corporation
- 10-11507 – Known place of business and statutory agent of foreign corporation
- 10-11508 – Change of known place of business or statutory agent of foreign corporation
- 10-11509 – Resignation of statutory agent of foreign corporation
- 10-11510 – Service on foreign corporation
Chapter 37 Article 2 – Withdrawal
- 10-11520 – Withdrawal of foreign corporation
Chapter 38 Article 3 – Revocation of Certificate of Authority
Chapter 39 – Records and Reports – Nonprofit Corporations Article 1 – Records
- 10-11601 – Corporate records
- 10-11602 – Inspection of records by members
- 10-11603 – Scope of inspection rights; charge
- 10-11604 – Court ordered inspection
- 10-11605 – Limitations on use of membership list
Article 2 – Reports
- 10-11620 – Financial statements for members
- 10-11621 – Report of indemnification to members
- 10-11622 – Annual report
- 10-11623 – Statement of bankruptcy or receivership; interrogatories before subsequent incorporation; violation; classification; definition
Article 3 – Miscellaneous Provisions
- 10-11630 – Certificate of good standing; license and registration renewal
- 10-11631 – Civil liability for false statements
- 10-11632 – Interrogatory or signature violations; corporate records; classification
- 10-11633 – Interrogatories by the commission
- 10-11634 – Information disclosed by interrogatories
- 10-11635 – Certified copies received in evidence
Article 1 – General Provisions