§414D-32  Articlesof incorporation.  (a)  [Subsection effective until June 30,2010.  For subsection effective July 1, 2010, see below.]  The articles ofincorporation shall set forth:

(1)  A corporate name for the corporation thatsatisfies the requirements of section 414D-61;

(2)  The mailing address of the corporation's initialprincipal office, the street address of the corporation's initial registeredoffice, and the name of its initial registered agent at its initial registeredoffice;

(3)  The name and address of each incorporator;

(4)  Whether or not the corporation will have members;and

(5)  Provisions not inconsistent with law regardingthe distribution of assets on dissolution.

(a)  [Subsection effective July 1, 2010. For subsection effective until June 30, 2010, see above.]  The articles ofincorporation shall set forth:

(1)  A corporate name for the corporation thatsatisfies the requirements of section 414D-61;

(2)  The mailing address of the corporation's initialprincipal office and the information required by section 425R-4(a);

(3)  The name and address of each incorporator;

(4)  Whether or not the corporation will have members;and

(5)  Provisions not inconsistent with law regardingthe distribution of assets on dissolution.

(b)  The articles of incorporation may setforth:

(1)  The purpose or purposes for which the corporationis organized, which may be, either alone or in combination with other purposes,the transaction of any lawful activity;

(2)  The names and addresses of the individuals whoare to serve as the initial directors;

(3)  Provisions not inconsistent with law regarding:

(A)  Managing and regulating the affairs of thecorporation;

(B)  Defining, limiting, and regulating thepowers of the corporation, its board of directors, and members (or any class ofmembers), including but not limited to the power to merge with anothercorporation, convert to another type of entity, sell all or substantially allof the corporation's assets, or dissolve the corporation; and

(C)  The characteristics, qualifications,rights, limitations, and obligations attaching to each or any class of members;

(4)  Any provision that under this chapter is requiredor permitted to be set forth in the bylaws;

(5)  Provisions eliminating or limiting the personalliability of a director to the corporation or members of the corporation formonetary damages for breach of the director's duties to the corporation and itsmembers; provided that such a provision may not eliminate or limit theliability of a director:

(A)  For any breach of the director's duty ofloyalty to the corporation or its members;

(B)  For acts or omissions not in good faith orwhich involve intentional misconduct or a knowing violation of law;

(C)  For any transaction from which a directorderived an improper personal economic benefit; or

(D)  Under sections 414D-150 to 414D-152.

(c)  None of theprovisions specified in this section shall eliminate or limit the liability ofa director for any act or omission occurring prior to the date when theprovision becomes effective.

(d)  Thearticles of incorporation need not set forth any of the corporate powersenumerated in this chapter. [L 2001, c 105, pt of §1; am L 2002, c 130, §39; amL 2003, c 124, §24; am L 2009, c 55, §18]