§414-32 Articles of incorporation. (a) The articles of incorporation shall set forth:
(1) A corporate name for the corporation that satisfies the requirements of section 414-51;
(2) The number of shares the corporation is authorized to issue;
(3) The mailing address of the corporation's initial principal office and the information required by section 425R-4(a); and
(4) The name and address of each incorporator.
(b) The articles of incorporation may set forth:
(1) The names and addresses of the individuals who are to serve as the initial directors;
(2) Provisions not inconsistent with law regarding:
(A) The purpose or purposes for which the corporation is organized;
(B) Managing the business and regulating the affairs of the corporation;
(C) Defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders;
(D) A par value for authorized shares or classes of shares; and
(E) The imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions;
(3) Any provision that under this chapter is required or permitted to be set forth in the bylaws;
(4) A provision eliminating or limiting the liability of a director to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director, subject to section 414-222; and
(5) A provision permitting or making obligatory indemnification of a director for liability (as defined in section [414-241]) to any person for any action taken, or any failure to take any action, as a director, except liability for:
(A) Receipt of a financial benefit to which the director is not entitled;
(B) An intentional infliction of harm on the corporation or its shareholders;
(C) A violation of section 414-223; or
(D) An intentional violation of criminal law.
(c) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter. [L 2000, c 244, pt of §1; am L 2002, c 130, §10; am L 2009, c 55, §4]
Section: Previous 414-15 414-16 414-17 414-18 414-19 414-20 414-31 414-32 414-33 414-34 414-35 414-36 414-37 414-41 414-42 NextLast modified: October 27, 2016