Section 10-33-06 - Articles1. The articles of incorporation must contain:a. The name of the corporation;b. The name of the registered agent of the corporation 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 name and address of each incorporator;e. The effective date of the incorporation:(1) If a later date than that on which the certificate of incorporation is issued by the secretary of state; and(2) Which may not be later than ninety days after the date on which the certificate of incorporation is issued; andf. A statement that the corporation is incorporated under this chapter.2. The following articles govern a corporation unless modified by the articles: a. A corporation has a general purpose of engaging in any lawful nonprofit activity as provided in section 10-33-04;b. A corporation has perpetual existence and certain powers as provided in section 10-33-21;c. The power to initially adopt, amend, or repeal the bylaws is vested in the board as provided in section 10-33-26;d. Cumulative voting is prohibited as provided in section 10-33-34;e. The affirmative vote of a majority of the directors present is required for an action of the board as provided in section 10-33-42;f. A written action by the board taken without a meeting must be signed by all directors as provided in section 10-33-43;g. Members are of one class as provided in section 10-33-57; andh. A written action by the members must be signed by all members as provided in section 10-33-73.3. The following provisions govern a corporation unless modified either in the articles or bylaws: a. A certain method must be used for amending the articles as provided in section 10-33-15;b. Certain procedures apply to the adoption, amendment, or repeal of bylaws by the members as provided in section 10-33-26;c. A director holds office for an indefinite term that expires upon the election of a successor as provided in section 10-33-30;d. The term of a director filling a vacancy expires at the end of the term the director is filling as provided in section 10-33-30;e. The compensation of directors is fixed by the board as provided in section 10-33-32;f. The method provided in section 10-33-36 or 10-33-37 must be used for removal of directors;g. The method provided in section 10-33-38 must be used for filling board vacancies;h. Board meetings must be held at least once per year and 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 10-33-39;i. 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 10-33-39;j. A majority of the board is a quorum as provided in section 10-33-41;k. The affirmative vote of the majority of directors present is required for board action as provided in section 10-33-42;l. A committee: (1) Must consist of one or more persons, who need not be directors, appointed by the board as provided in section 10-33-44; and(2) May create one or more subcommittees, each consisting of one or more members of the committee and may delegate to the subcommittee any or all of the authority of the committee as provided in subsection 7 of section 10-33-44;m. Unless the articles or bylaws or a resolution adopted by the board, and not inconsistent with the articles or bylaws, provides otherwise, the officers shall have the duties provided in section 10-33-50;n. The method provided in section 10-33-54 must be used for removal of officers;o. If not prohibited by the board from doing so, officers may delegate some or all of their duties and powers as provided in section 10-33-55;p. A corporation does not have members as provided in section 10-33-57;q. The board may determine the consideration required to admit members as provided in section 10-33-57;r. All members are entitled to vote and have equal rights and preferences in matters as provided in section 10-33-57;s. Memberships are nontransferable except as provided in section 10-33-59;t. A corporation with voting members must hold a regular meeting of voting members annually as provided in section 10-33-65;u. If a specific minimum notice period has not been fixed by law, then at least five days' notice is required for a meeting of members as provided in section 10-33-68;v. The board may fix a date up to fifty days before the date of a members' meeting as the date for determination of the members entitled to notice of and entitled to vote at the meeting as provided in section 10-33-68;w. Each member with voting rights has one vote as provided in section 10-33-71;x. The affirmative vote of the majority of members with voting rights present and entitled to vote is required for action of the members, unless this chapter or the articles or bylaws require a greater vote or voting by class as provided in section 10-33-72;y. Members with voting rights may take action at a meeting by voice or ballot, by unanimous action without a meeting, by mailed ballot, or by electronic communication as provided in section 10-33-72;z. The number of members required for a quorum is ten percent of the members entitled to vote as provided in section 10-33-76;aa. The procedures provided in section 10-33-78 govern acceptance of member acts; andbb. Indemnification of certain persons is required as provided in section 10-33-84.4. The following provisions relating to the management or regulation of the affairs of a corporation may be included in the articles or, except for naming members of the first board, in the bylaws: a. The first board of directors may be named in the articles as provided in section 10-33-25;b. Additional qualifications for directors may be imposed as provided in section 10-33-29;c. Terms of directors may be staggered as provided in section 10-33-30;d. The date, time, and place of board meetings may be fixed as provided in section 10-33-39;e. Additional officers may be designated as provided in section 10-33-49;f. Additional powers, rights, duties, and responsibilities may be given to officers as provided in section 10-33-50;g. A method for filling vacant offices may be specified as provided in section 10-33-54;h. Membership criteria and procedures for admission may be established as provided in section 10-33-57;i. Membership terms may be fixed as provided in section 10-33-57;j. A corporation may issue membership certificates or preferred or common shares as the board deems appropriate as provided in section 10-33-58;k. A corporation may levy dues, assessments, or fees on members as provided in section 10-33-60;l. A corporation may buy memberships as provided in section 10-33-63;m. A corporation may have delegates with some or all the authority of members as provided in section 10-33-64;n. The date, time, and place of regular member meetings or the place of special meetings may be fixed as provided in section 10-33-65;o. Certain persons may be authorized to call special meetings of members as provided in section 10-33-66;p. Notices of special member meetings may be required to contain certain information as provided in section 10-33-68;q. A larger than majority vote may be required for member action as provided in section 10-33-72;r. Members with voting rights may vote by proxy as provided in section 10-33-77; ands. Members with voting rights may enter into voting agreements as provided in section 10-33-79.5. The articles may contain other provisions consistent with law relating to the management or regulation of the affairs of the corporation.6. It is not necessary to state the corporate powers granted by this chapter in the articles.7. If there is a conflict between subsection 2, 3, or 4 and another section of this chapter, then the other section controls.8. Subsection 4 does not limit the right of the board, by resolution, to take an action that the bylaws may authorize under this subsection without including the authorization in the bylaws, unless the authorization is required to be in the bylaws by another provision of this chapter.9. 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 ), § 11, eff. 8/1/2013.Amended by S.L. 2011 , ch. 87( SB 2174 ), § 41, eff. 7/1/2011.