35-2-213. Articles of incorporation.
35-2-213. Articles of incorporation. (1) The articles of incorporation must set forth:
(a) a corporate name for the corporation that satisfies the requirements of 35-2-305;
(b) a statement that:
(i) the corporation is a public benefit corporation;
(ii) the corporation is a mutual benefit corporation; or
(iii) the corporation is a religious corporation;
(c) the information required by 35-7-105(1);
(d) the name and address of each incorporator;
(e) whether or not the corporation will have members; and
(f) provisions consistent with law regarding the distribution of assets on dissolution.
(2) The articles of incorporation may set forth:
(a) the purpose or purposes for which the corporation is organized, which may be, either alone or in combination with other purposes, the transaction of any lawful activity;
(b) the names and addresses of the individuals who are to serve as the initial directors;
(c) provisions consistent with law regarding:
(i) managing and regulating the affairs of the corporation;
(ii) defining, limiting, and regulating the powers of the corporation, its board of directors, its members, or any class of members; and
(iii) the characteristics, qualifications, rights, limitations, and obligations attaching to each or any class of members;
(d) any provision that under this chapter is required or permitted to be set forth in the bylaws; and
(e) provisions eliminating or limiting the personal liability of a director to the corporation or members of the corporation for monetary damages for breach of a director's duties to the corporation and its members, provided that the provision may not eliminate or limit the liability of a director:
(i) for a breach of the director's duty of loyalty to the corporation or its members;
(ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
(iii) for a transaction from which a director derived an improper personal economic benefit; or
(iv) under 35-2-418, 35-2-435, or 35-2-436.
(3) A provision referred to in subsection (2)(e) may not eliminate or limit the liability of a director for any act or omission occurring prior to the date when the provision becomes effective.
(4) Each incorporator and director named in the articles shall sign the articles.
(5) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter.
History: En. Sec. 22, Ch. 411, L. 1991; amd. Sec. 37, Ch. 240, L. 2007.