CHAPTER 2. NONPROFIT CORPORATIONS
- Part 1. General
- 35-2-101. Renumbered .
- 35-2-102. Repealed.
- 35-2-103. Repealed.
- 35-2-104. Repealed.
- 35-2-105. Repealed.
- 35-2-106. Repealed.
- 35-2-107. Repealed.
- 35-2-108. Repealed.
- 35-2-109. Repealed.
- 35-2-110. Repealed.
- 35-2-111. Repealed.
- 35-2-112. Repealed.
- 35-2-113. Short title.
- 35-2-114. Definitions.
- 35-2-115. Notice.
- 35-2-116. Reservation of power to amend or repeal.
- 35-2-117. Purposes.
- 35-2-118. General powers.
- 35-2-119. Filing requirements.
- 35-2-120. Facsimile filing.
- 35-2-121. Effective date of document.
- 35-2-122. Correcting filed document.
- 35-2-123. Penalty for signing false documents.
- 35-2-124. and reserved.
- 35-2-126. Designation of status of nonprofit corporations.
- 35-2-127. Private foundations.
- 35-2-128. Religious corporations -- constitutional protections.
- 35-2-129. reserved.
- 35-2-130. Judicial relief.
- 35-2-131. Attorney general.
- 35-2-132. Ultra vires.
- 35-2-133. Terminated.
- Part 10. Fees and Charges
- Part 11. Secretary of State
- 35-2-1101. Repealed.
- 35-2-1102. Repealed.
- 35-2-1103. Repealed.
- 35-2-1104. Repealed.
- 35-2-1105. Repealed.
- 35-2-1106. Repealed.
- 35-2-1107. Secretary of state -- powers -- rulemaking.
- 35-2-1108. Forms.
- 35-2-1109. Filing duty of secretary of state.
- 35-2-1110. Appeal from secretary of state's refusal to file document.
- 35-2-1111. Evidentiary effect of copy of filed document.
- 35-2-1112. Certificate of existence.
- Part 12. Reinstatement (Repealed)
- Part 13. Derivative Actions
- Part 14. Distributions
- Part 2. Formation -- Articles of Incorporation Bylaws -- Amendments
- 35-2-201. Repealed.
- 35-2-202. Repealed.
- 35-2-203. Repealed.
- 35-2-204. Repealed.
- 35-2-205. Repealed.
- 35-2-206. Repealed.
- 35-2-207. Repealed.
- 35-2-208. Repealed.
- 35-2-209. Repealed.
- 35-2-210. Repealed.
- 35-2-211. Repealed.
- 35-2-212. Incorporators.
- 35-2-213. Articles of incorporation.
- 35-2-214. Incorporation.
- 35-2-215. Liability for preincorporation transactions.
- 35-2-216. Organization of corporation.
- 35-2-217. Bylaws.
- 35-2-218. Emergency bylaws and powers.
- 35-2-219. and reserved.
- 35-2-221. Authority to amend.
- 35-2-222. Amendment by directors.
- 35-2-223. Amendment by directors and members.
- 35-2-224. Class voting by members on amendments.
- 35-2-225. Articles of amendment.
- 35-2-226. Restated articles of incorporation.
- 35-2-227. Amendment pursuant to judicial reorganization.
- 35-2-228. Effect of amendment and restatement.
- 35-2-229. Amendment by directors.
- 35-2-230. Amendment by directors and members.
- 35-2-231. Class voting by members on amendments.
- 35-2-232. Approval by third persons.
- 35-2-233. Amendment terminating members or redeeming or canceling memberships.
- Part 3. Corporate Name, Registered Office and Agent, and Service of Process
- 35-2-301. Repealed.
- 35-2-302. Repealed.
- 35-2-303. Repealed.
- 35-2-304. Repealed.
- 35-2-305. Corporate name.
- 35-2-306. Reserved name.
- 35-2-307. Registered name of foreign corporation.
- 35-2-308. reserved.
- 35-2-309. Repealed.
- 35-2-310. Repealed.
- 35-2-311. Repealed.
- 35-2-312. and reserved.
- 35-2-314. Repealed.
- 35-2-315. Repealed.
- Part 4. Directors and Officers -- Indemnification
- 35-2-401. Repealed.
- 35-2-402. Repealed.
- 35-2-403. Repealed.
- 35-2-404. Repealed.
- 35-2-405. Repealed.
- 35-2-406. Repealed.
- 35-2-407. Repealed.
- 35-2-408. Repealed.
- 35-2-409. Repealed.
- 35-2-410. Repealed.
- 35-2-411. Repealed.
- 35-2-412. Repealed.
- 35-2-413. Repealed.
- 35-2-414. Requirement for and duties of board.
- 35-2-415. Qualifications and numbers of directors.
- 35-2-416. General standards for directors.
- 35-2-417. Election, designation and appointment of directors.
- 35-2-418. Director conflict of interest.
- 35-2-419. Terms of directors generally -- staggered terms.
- 35-2-420. Resignation of directors.
- 35-2-421. Removal of directors elected by members or directors.
- 35-2-422. Removal of designated or appointed directors.
- 35-2-423. Removal of directors by judicial proceeding.
- 35-2-424. Vacancy on board.
- 35-2-425. Compensation of directors.
- 35-2-426. reserved.
- 35-2-427. Regular and special meetings.
- 35-2-428. Action without meeting.
- 35-2-429. Call and notice of meetings.
- 35-2-430. Waiver of notice.
- 35-2-431. Quorum and voting.
- 35-2-432. reserved.
- 35-2-433. Committees of the board.
- 35-2-434. reserved.
- 35-2-435. Loans to or guaranties for directors and officers.
- 35-2-436. Liability for unlawful distributions.
- 35-2-437. and reserved.
- 35-2-439. Required officers.
- 35-2-440. Duties and authority of officers.
- 35-2-441. Standards of conduct for officers.
- 35-2-442. Resignation and removal of officers.
- 35-2-443. Contract rights of officers.
- 35-2-444. Officers' authority to execute documents.
- 35-2-445. reserved.
- 35-2-446. Definitions.
- 35-2-447. Authority to indemnify.
- 35-2-448. Mandatory indemnification.
- 35-2-449. Advance for expenses.
- 35-2-450. Court-ordered indemnification.
- 35-2-451. Determination and authorization of indemnification.
- 35-2-452. Indemnification of officers, employees, and agents.
- 35-2-453. Insurance.
- 35-2-454. Application.
- Part 5. Members -- Delegates -- Voting
- 35-2-501. Repealed.
- 35-2-502. Repealed.
- 35-2-503. Repealed.
- 35-2-504. Repealed.
- 35-2-505. Repealed.
- 35-2-506. Repealed.
- 35-2-507. Repealed.
- 35-2-508. Repealed.
- 35-2-509. Repealed.
- 35-2-510. Admission.
- 35-2-511. Consideration.
- 35-2-512. No requirement of members.
- 35-2-513. Differences in rights and obligations of members.
- 35-2-514. Transfers.
- 35-2-515. reserved.
- 35-2-516. Member's liability to third parties.
- 35-2-517. Member's liability for dues, assessments, and fees.
- 35-2-518. Creditor's action against member.
- 35-2-519. Resignation.
- 35-2-520. Termination, expulsion, and suspension.
- 35-2-521. reserved.
- 35-2-522. Purchase of memberships.
- 35-2-523. reserved.
- 35-2-524. Delegates.
- 35-2-525. reserved.
- 35-2-526. Annual and regular meetings.
- 35-2-527. Special meeting.
- 35-2-528. Court-ordered meeting.
- 35-2-529. Action by written consent.
- 35-2-530. Notice of meeting.
- 35-2-531. Waiver of notice.
- 35-2-532. Record date -- determining members entitled to notice and vote.
- 35-2-533. Action by written ballot.
- 35-2-534. reserved.
- 35-2-535. Members' list for meeting.
- 35-2-536. Voting entitlement generally.
- 35-2-537. Quorum requirements.
- 35-2-538. Voting requirements.
- 35-2-539. Proxies.
- 35-2-540. Cumulative voting for directors -- exception.
- 35-2-541. Other methods of electing directors.
- 35-2-542. Corporation's acceptance of votes.
- 35-2-543. Voting agreements.
- Part 6. Merger, Consolidation, and Sale of Assets
- 35-2-601. Repealed.
- 35-2-602. Repealed.
- 35-2-603. Repealed.
- 35-2-604. Repealed.
- 35-2-605. Repealed.
- 35-2-606. Repealed.
- 35-2-607. Repealed.
- 35-2-608. Approval of plan of merger.
- 35-2-609. Limitations on mergers by public benefit or religious corporations.
- 35-2-610. Action on plan by board, members, and third persons.
- 35-2-611. Articles of merger.
- 35-2-612. Effect of merger.
- 35-2-613. Merger with foreign corporation.
- 35-2-614. Bequests, devises, and gifts.
- 35-2-615. reserved.
- 35-2-616. Sale of assets in regular course of activities -- mortgage of assets.
- 35-2-617. Sale of assets other than in regular course of activities.
- Part 7. Dissolution and Liquidation
- 35-2-701. Repealed.
- 35-2-702. Repealed.
- 35-2-703. Repealed.
- 35-2-704. Repealed.
- 35-2-705. Repealed.
- 35-2-706. Repealed.
- 35-2-707. through reserved.
- 35-2-711. Repealed.
- 35-2-712. Repealed.
- 35-2-713. Repealed.
- 35-2-714. Repealed.
- 35-2-715. Repealed.
- 35-2-716. Repealed.
- 35-2-717. Repealed.
- 35-2-718. Repealed.
- 35-2-719. Repealed.
- 35-2-720. Dissolution by incorporators or directors and third persons.
- 35-2-721. Dissolution by directors, members, and third persons.
- 35-2-722. Notices to attorney general.
- 35-2-723. Articles of dissolution.
- 35-2-724. Revocation of dissolution.
- 35-2-725. Effect of dissolution.
- 35-2-726. Known claims against dissolved corporation.
- 35-2-727. Unknown claims against dissolved corporations.
- 35-2-728. Grounds for judicial dissolution.
- 35-2-729. Procedure for judicial dissolution.
- 35-2-730. Receivership or custodianship.
- 35-2-731. Decree of dissolution.
- 35-2-732. Deposit with state treasurer.
- Part 8. Foreign Corporations
- 35-2-801. Repealed.
- 35-2-802. Repealed.
- 35-2-803. Repealed.
- 35-2-804. Repealed.
- 35-2-805. Repealed.
- 35-2-806. Repealed.
- 35-2-807. Repealed.
- 35-2-808. Repealed.
- 35-2-809. Repealed.
- 35-2-810. Repealed.
- 35-2-811. Repealed.
- 35-2-812. Repealed.
- 35-2-813. Repealed.
- 35-2-814. Repealed.
- 35-2-815. Repealed.
- 35-2-816. Repealed.
- 35-2-817. Repealed.
- 35-2-818. Repealed.
- 35-2-819. Repealed.
- 35-2-820. Authority to transact business required.
- 35-2-821. Consequences of transacting business without authority.
- 35-2-822. Application for certificate of authority.
- 35-2-823. Amended certificate of authority.
- 35-2-824. Effect of certificate of authority.
- 35-2-825. reserved.
- 35-2-826. Corporate name of foreign corporation.
- 35-2-827. Repealed.
- 35-2-828. Repealed.
- 35-2-829. Repealed.
- 35-2-830. Service of process on foreign corporations.
- 35-2-831. Withdrawal of foreign corporation.
- 35-2-832. Grounds for revocation.
- 35-2-833. Procedure for and effect of revocation.
- 35-2-834. Appeal from revocation.
- Part 9. Annual Report -- Corporate Records
- 35-2-901. Repealed.
- 35-2-902. Repealed.
- 35-2-903. Repealed.
- 35-2-904. Annual report for secretary of state.
- 35-2-905. reserved.
- 35-2-906. Corporate records.
- 35-2-907. Inspection of records by members.
- 35-2-908. Scope of inspection rights.
- 35-2-909. Court-ordered inspection.
- 35-2-910. Limitations on use of membership list.
- 35-2-911. Financial statements for members.
- 35-2-912. Report of indemnification to members.