Section 10-19.1-10 - Articles1. The articles of incorporation must contain:a. The name of the corporation.b. The name of the registered agent as provided in chapter 10-01.1 and, if a noncommercial registered agent, then the address of that noncommercial registered agent in this state.c. The address of the principal executive office.d. The aggregate number of shares that the corporation has authority to issue.e. The name and address of each incorporator.f. The effective date of incorporation if a later date than that on which the certificate of incorporation is issued by the secretary of state, which may not be later than ninety days after the date on which the certificate of incorporation is issued.2. The following provisions govern a corporation unless modified in the articles or in a shareholder control agreement under section 10-19.1-83: a. A corporation has general business purposes as provided in section 10-19.1-08.b. A corporation has perpetual existence and certain powers as provided in section 10-19.1-26.c. The power to adopt, amend, or repeal the bylaws is vested in the board as provided in section 10-19.1-31.d. A corporation must allow cumulative voting for directors as provided in section 10-19.1-39.e. The affirmative vote of a majority of directors present is required for an action of the board as provided in section 10-19.1-46.f. A written action by the board taken without a meeting must be signed by all directors as provided in section 10-19.1-47.g. The board may authorize the issuance of securities and rights to purchase securities as provided in subsection 1 of section 10-19.1-61.h. All shares are common shares entitled to vote and are of one class and one series as provided in subdivisions a and b of subsection 2 of section 10-19.1-61.i. All shares have equal rights and preferences in all matters not otherwise provided for by the board as provided in subdivisions a and b of subsection 2 of section 10-19.1-61.j. The par value of shares is fixed at one cent per share for certain purposes and may be fixed by the board for certain other purposes as provided in subdivisions a and b of subsection 2 of section 10-19.1-61.k. The board may effect share dividends, divisions, and combinations under certain circumstances without shareholder approval as provided in section 10-19.1-61.1.l. The board or the shareholders may issue shares for any consideration or for no consideration to effectuate share dividends or splits and determine the value of nonmonetary consideration as provided in subsection 1 of section 10-19.1-63.m. Shares of a class or series may not be issued to holders of shares of another class or series to effectuate share dividends or splits, unless authorized by a majority of the voting power of the shares of the same class or series as the shares to be issued as provided in subsection 1 of section 10-19.1-63.n. A corporation may issue rights to purchase securities whose terms, provisions, and conditions are fixed by the board as provided in section 10-19.1-64.o. A shareholder has certain pre-emptive rights, unless otherwise provided by the board as provided in section 10-19.1-65.p. Each share has one vote unless otherwise provided in the terms of the share as provided in subsection 5 of section 10-19.1-73.2.q. The affirmative vote of the holders of a majority of the voting power of the shares present and entitled to vote at a duly held meeting is required for an action of the shareholders, except when this chapter requires the affirmative vote of: (1) A plurality of the votes cast as provided in subsection 1 of section 10-19.1-39; or(2) A majority of the voting power of all shares entitled to vote as provided in subsection 1 of section 10-19.1-74.r. A written action of shareholders must be signed by all shareholders as provided in section 10-19.1-75.s. Shares of a corporation acquired by the corporation may be reissued as provided in subsection 1 of section 10-19.1-93.t. An exchange need not be approved by shareholders of the acquiring corporation unless the outstanding shares entitled to vote of that corporation will be increased by more than twenty percent immediately after the exchange as provided in subdivision c of subsection 3 of section 10-19.1-98.u. An exchange need not be approved by shareholders of the acquiring corporation unless the outstanding participating shares of that corporation will be increased by more than twenty percent immediately after the exchange as provided in subdivision d of subsection 3 of section 10-19.1-98.3. The following provisions govern a corporation unless modified in the articles, in a shareholder control agreement under section 10-19.1-83, or in the bylaws: a. A director serves for an indefinite term that expires upon the election and qualification of a successor as provided in section 10-19.1-35.b. The compensation of directors is fixed by the board as provided in section 10-19.1-37.c. The method provided in section 10-19.1-41 or 10-19.1-41.1 must be used for removal of directors.d. The method provided in section 10-19.1-42 must be used for filling board vacancies.e. If the board fails to select a place for a board meeting, it must be held at the principal executive office as provided in subsection 1 of section 10-19.1-43.f. A director may call a board meeting, and the notice of the meeting need not state the purpose of the meeting as provided in subsection 3 of section 10-19.1-43.g. A majority of the board is a quorum for a board meeting as provided in section 10-19.1-45.h. A committee: (1) Must consist of one or more individuals, who need not be directors, appointed by affirmative vote of a majority of the directors present as provided in subsection 2 of section 10-19.1-48; and(2) May create one or more subcommittees, each consisting of one or more members of the committees and may delegate to the subcommittee any or all of the authority of the committee as provided in subsection 7 of section 10-19.1-48.i. The board may establish a special litigation committee as provided in section 10-19.1-48.j. Unless the board determines otherwise, the officers have specified duties as provided in section 10-19.1-53.k. Officers may delegate some or all of their duties and powers, if not prohibited by the board from doing so as provided in section 10-19.1-59.l. The corporation may establish uncertificated shares as provided in subsection 6 of section 10-19.1-66.m. Regular meetings of shareholders need not be held, unless demanded by a shareholder under certain conditions as provided in section 10-19.1-71.n. No fewer than ten nor more than fifty days' notice is required for a meeting of shareholders as provided in subsection 3 of section 10-19.1-73.o. The board may fix a date up to fifty days before the date of a shareholders' meeting as the date for the determination of the holders of shares entitled to notice of and entitled to vote at the meeting as provided in subsection 1 of section 10-19.1-73.2.p. The number of shares required for a quorum at a shareholders' meeting is a majority of the voting power of the shares entitled to vote at the meeting as provided in section 10-19.1-76.q. Indemnification of certain persons is required as provided in section 10-19.1-91.r. The board may authorize, and the corporation may make, distributions not prohibited, limited, or restricted by an agreement as provided in subsection 1 of section 10-19.1-92.4. The following provisions relating to the management of the business or the regulation of the affairs of a corporation may be included either in the articles or, except for naming members of the first board fixing a greater than majority director or shareholder vote or giving or prescribing the manner of giving voting rights to persons other than shareholders otherwise than pursuant to the articles, or eliminating or limiting a director's personal liability, in the bylaws: a. The members of the first board may be named in the articles as provided in subsection 1 of section 10-19.1-32.b. A manner for increasing or decreasing the number of directors as provided in section 10-19.1-33.c. Additional qualifications for directors may be imposed as provided in section 10-19.1-34.d. Directors may be classified as provided in section 10-19.1-38.e. The day or date, time, and place of board meetings may be fixed as provided in subsection 1 of section 10-19.1-43.f. Absent directors may be permitted to give written consent or opposition to a proposal as provided in section 10-19.1-44.g. A larger than majority vote may be required for board action as provided in section 10-19.1-46.h. A director's personal liability to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director may be eliminated or limited in the articles as provided in section 10-19.1-50.i. Authority to sign and deliver certain documents may be delegated to an officer or agent of the corporation other than the president as provided in section 10-19.1-53.j. Additional officers may be designated as provided in section 10-19.1-52.k. Additional powers, rights, duties, and responsibilities may be given to officers as provided in section 10-19.1-53.l. A method for filling vacant offices may be specified as provided in subsection 3 of section 10-19.1-58.m. A certain officer or agent may be authorized to sign share certificates as provided in subsection 1 of section 10-19.1-66.n. The transfer or registration of transfer of securities may be restricted as provided in section 10-19.1-70.o. The day or date, time, and place of regular shareholder meetings may be fixed as provided in subsection 3 of section 10-19.1-71.p. Certain persons may be authorized to call special meetings of shareholders as provided in subsection 1 of section 10-19.1-72.q. Notices of shareholder meetings may be required to contain certain information as provided in subsection 3 of section 10-19.1-73.r. Voting rights may be granted in or pursuant to the articles to persons who are not shareholders as provided in subsection 6 of section 10-19.1-73.2.s. A larger than majority vote may be required for shareholder action as provided in section 10-19.1-74.t. Corporate actions giving rise to dissenter rights may be designated as provided in subdivision d of subsection 1 of section 10-19.1-87.u. The rights and priorities of persons to receive distributions may be established as provided in section 10-19.1-92.5. The articles may contain other provisions not inconsistent with section 10-19.1-32 or any other provision of law relating to the management of the business or the regulation of the affairs of the corporation.6. It is not necessary to set forth in the articles any of the corporate powers granted by this chapter.7. Subsection 4 does not limit:a. The permissible scope of a shareholder control agreement; orb. The right of the board, by resolution, to take an action that the bylaws may authorize under this section without including the authorization in the bylaws, unless the authorization is required to be included in the bylaws by another provision of this chapter.8. Except for provisions included pursuant to subsection 1, any provision of the articles may: a. Be made dependent upon facts ascertainable outside the articles, but only if the manner in which the facts operate upon the provision is clearly and expressly set forth in the articles; andb. Incorporate by reference some or all of the terms of any agreements, contracts, or other arrangements entered into by the corporation, but only if the corporation retains at its principal executive office a copy of the agreements, contracts, or other arrangements or the portions incorporated by reference.Amended by S.L. 2013 , ch. 89( SB 2266 ), § 5, eff. 8/1/2013.Amended by S.L. 2011 , ch. 87( SB 2174 ), § 10, eff. 7/1/2011.