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Chapter 10-33

Nonprofit Corporations
Section Section Name
10-33-01 Definitions
10-33-01.1 Legal recognition of electronic records and electronic signatures
10-33-01.2 Knowledge and notice
10-33-01.3 Reservation of legislative right
10-33-02 Application and election
10-33-03 Transition
10-33-04 Purposes
10-33-05 Incorporators
10-33-06 Articles
10-33-07 Private foundations ‑ Provisions considered contained in articles
10-33-08 Filing of articles of incorporation
10-33-09 Effective date of incorporation
10-33-10 Corporate name (Contingent effective date - See note)
10-33-11 Reserved name
10-33-12 Registered office ‑ Registered agent
10-33-13 Change of registered office ‑ Appointment or change of registered agent ‑ Change of name of registered agent
10-33-14 Amendment of articles
10-33-15 Procedure for amendment of articles
10-33-16 Articles of amendment
10-33-17 Effect of amendment
10-33-18 Filing articles of amendment
10-33-19 Effective date of articles of amendment
10-33-20 Amendment of articles in court‑supervised reorganization
10-33-21 General powers
10-33-22 Corporate seal
10-33-23 Defense of ultra vires
10-33-24 Unauthorized assumption of corporate powers ‑ Liability
10-33-25 Organization
10-33-26 Bylaws
10-33-27 Board
10-33-28 Number of directors
10-33-29 Qualifications and election of directors
10-33-30 Terms of directors
10-33-31 Acts not void or voidable
10-33-32 Compensation of directors
10-33-33 Classification of directors
10-33-34 Cumulative voting for directors
10-33-35 Resignation of directors
10-33-36 Nonjudicial removal of directors
10-33-37 Removal of directors by judicial proceeding
10-33-38 Board vacancies
10-33-39 Board meetings
10-33-40 Absent directors
10-33-41 Quorum of directors
10-33-42 Act of the board
10-33-43 Action without meeting by directors
10-33-44 Board committees
10-33-45 Standard of conduct for directors
10-33-46 Director conflicts of interest
10-33-47 Immunity of officers, directors, and trustees
10-33-48 Immunity of volunteers
10-33-49 Officers
10-33-50 Duties of officers and agents
10-33-51 Multiple offices
10-33-52 Officers deemed elected
10-33-53 Contract rights
10-33-54 Resignation, removal, and vacancies for officers
10-33-55 Delegation by officers
10-33-56 Standard of conduct for officers
10-33-57 Members
10-33-58 Membership certificates
10-33-59 Transfer of membership
10-33-60 Liability of members ‑ Third parties ‑ Dues, assessments, or fees
10-33-61 Resignation by members
10-33-62 Termination of membership
10-33-63 Purchase of memberships
10-33-64 Delegates
10-33-65 Annual meetings of voting members
10-33-66 Special meetings of voting members
10-33-67 Court‑ordered meeting of voting members
10-33-68 Notice of member meetings
10-33-69 Record date ‑ Determining members entitled to notice and vote
10-33-70 Members' list for meeting
10-33-71 Right to vote
10-33-72 Act of the members
10-33-72.1 Contractual requirement to submit a matter to the members
10-33-73 Member action without a meeting
10-33-74 Member action by ballot
10-33-75 Remote communications for member meetings
10-33-76 Quorum of members
10-33-77 Proxies
10-33-78 Acceptance of member act by the corporation
10-33-79 Voting agreements
10-33-80 Books and records ‑ Financial statement
10-33-81 Equitable remedies for members
10-33-82 Loans ‑ Guarantees ‑ Suretyship
10-33-83 Advances
10-33-84 Indemnification
10-33-85 Merger, consolidation, or transfer
10-33-86 Plan of merger or consolidation
10-33-87 Plan approval
10-33-88 Articles of merger or consolidation ‑ Certificate
10-33-89 Abandonment
10-33-90 Effective date of merger or consolidation ‑ Effect
10-33-91 Continuance of corporate authority
10-33-92 Merger or consolidation with foreign corporation
10-33-93 Merger of corporation conducting activities as a hospital with a corporation organized for profit ‑ Retention of property tax status
10-33-94 Transfer of assets ‑ When permitted
10-33-95 Certain assets not to be diverted
10-33-96 Methods of dissolution
10-33-97 Voluntary dissolution by incorporators
10-33-98 Voluntary dissolution by board and members with voting rights
10-33-99 Filing notice of intent to dissolve ‑ Effect
10-33-100 Procedure in dissolution
10-33-101 Dissolution procedure for corporations that give notice to creditors and claimants
10-33-102 Dissolution procedure for corporations that do not give notice to creditors and claimants
10-33-103 Filing of articles of dissolution ‑ Effective date of dissolution ‑ Certificate of dissolution
10-33-104 Revocation of dissolution proceedings
10-33-105 Distribution of assets
10-33-106 Supervised voluntary dissolution
10-33-107 Involuntary dissolution
10-33-108 Procedure in involuntary or supervised voluntary dissolution
10-33-109 Qualifications of receivers ‑ Powers
10-33-110 Filing claims in proceedings to dissolve
10-33-111 Discontinuance of dissolution proceedings
10-33-112 Decree of dissolution
10-33-113 Filing decree
10-33-114 Deposit with administrator of abandoned property of amount due certain persons ‑ Appropriation
10-33-115 Claims barred ‑ Exceptions
10-33-116 Right to sue or defend after dissolution
10-33-117 Omitted assets
10-33-118 Extension after duration expired
10-33-119 Effect of extension
10-33-120 Service of process on corporation, foreign corporation, and nonresident directors
10-33-121 State interested ‑ Proceedings
10-33-122 Attorney general ‑ Notice to ‑ Waiting period
10-33-123 Powers of attorney general
10-33-124 Certified nonprofit development corporation ‑ Application
10-33-125 Foreign corporation ‑ Governing law
10-33-126 Foreign corporation ‑ Name
10-33-127 Foreign corporation ‑ Admission of foreign corporation conducting activities ‑ Obtaining licenses and permits
10-33-128 Foreign corporation application for certificate of authority
10-33-129 Foreign corporation ‑ Issuance of certificate of authority
10-33-130 Foreign corporation ‑ Amendments to the certificate of authority
10-33-131 Foreign corporation ‑ Registered agent ‑ Registered office
10-33-132 Foreign corporation ‑ Merger of foreign corporation authorized to conduct activities in this state
10-33-133 Foreign corporation ‑ Certificate of withdrawal
10-33-134 Foreign corporation ‑ Revocation of certificate of authority
10-33-135 Foreign corporation ‑ Conduct of activity without certificate of authority ‑ Civil penalty
10-33-136 Foreign corporation ‑ Conduct not constituting conducting activities
10-33-137 Foreign corporation ‑ Action by attorney general
10-33-138 Foreign corporation ‑ Service of process
10-33-139 Secretary of state ‑ Annual report of corporations and foreign corporations
10-33-140 Secretary of state ‑ Fees and charges (Contingent effective date - See note)
10-33-141 Secretary of state ‑ Enforcement ‑ Penalty ‑ Appeal
10-33-141.1 Delivery to and filing of records by secretary of state and effective date
10-33-141.2 Correcting a filed record
10-33-141.3 Secretary of state ‑ Involuntary dissolution ‑ Revocation of certificate of authority
10-33-142 Secretary of state ‑ Evidence
10-33-142.1 Secretary of state ‑ Confidential records
10-33-143 Secretary of state ‑ Forms
10-33-144 Transaction by a nonprofit corporation operating or controlling a hospital or nursing home ‑ Notice to attorney general ‑ Waiting period
10-33-145 Transaction by a nonprofit corporation or entity operating or controlling a hospital or nursing home ‑ Attorney general's powers and duties ‑ Experts ‑ Continuing appropriation
10-33-146 Transaction by a nonprofit corporation or entity operating or controlling a hospital or nursing home ‑ Notice of decision ‑ Public meeting ‑ Meeting notice
10-33-147 Transaction by a nonprofit corporation or entity operating or controlling a hospital or nursing home ‑ Attorney general decision
10-33-148 Investigation ‑ Subpoena ‑ Hearing ‑ Powers of the attorney general
10-33-149 Authority of the attorney general or a court is not impaired

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