§ 7-6-34 Articles of incorporation. –(a) The articles of incorporation shall set forth:
(1) The name of the corporation.
(2) The period of duration, which may be perpetual.
(3) The purpose or purposes for which the corporation isorganized.
(4) Any provisions, not inconsistent with the law, which theincorporators elect to set forth in the articles of incorporation for theregulation of the internal affairs of the corporation, including a provisioneliminating or limiting the personal liability of a director to the corporationor to its members for monetary damages for breach of the director's duty as adirector. However, the provision does not eliminate or limit the liability of adirector:
(A) For any breach of the director's duty or loyalty to thecorporation or its members;
(B) For acts or omissions not in good faith or which involveintentional misconduct or a knowing violation of law; or
(C) For any transaction from which the director derived animproper personal benefit, and also including any provision which under thischapter is required or permitted to be set forth in the bylaws.
(ii) No provision eliminating or limiting the personalliability of a director will be effective with respect to causes of actionarising prior to the inclusion of the provision in the articles ofincorporation of the corporation.
(5) The address of its initial registered office, and thename of its initial registered agent at the address.
(6) The number of directors constituting the initial board ofdirectors, and the names and addresses of the persons who are to serve as theinitial directors.
(7) The name and residence or business address of eachincorporator.
(b) It is not necessary to set forth in the articles ofincorporation any of the corporate powers enumerated in this chapter.
(c) Unless the articles of incorporation provide that achange in the number of directors be made only by amendment to the articles ofincorporation, a change in the number of directors made by amendment to thebylaws is controlling. In all other cases, whenever a provision of the articlesof incorporation is inconsistent with a bylaw, the provision of the articles ofincorporation is controlling.
§ 7-6-34 Articles of incorporation. –(a) The articles of incorporation shall set forth:
(1) The name of the corporation.
(2) The period of duration, which may be perpetual.
(3) The purpose or purposes for which the corporation isorganized.
(4) Any provisions, not inconsistent with the law, which theincorporators elect to set forth in the articles of incorporation for theregulation of the internal affairs of the corporation, including a provisioneliminating or limiting the personal liability of a director to the corporationor to its members for monetary damages for breach of the director's duty as adirector. However, the provision does not eliminate or limit the liability of adirector:
(A) For any breach of the director's duty or loyalty to thecorporation or its members;
(B) For acts or omissions not in good faith or which involveintentional misconduct or a knowing violation of law; or
(C) For any transaction from which the director derived animproper personal benefit, and also including any provision which under thischapter is required or permitted to be set forth in the bylaws.
(ii) No provision eliminating or limiting the personalliability of a director will be effective with respect to causes of actionarising prior to the inclusion of the provision in the articles ofincorporation of the corporation.
(5) The address of its initial registered office, and thename of its initial registered agent at the address.
(6) The number of directors constituting the initial board ofdirectors, and the names and addresses of the persons who are to serve as theinitial directors.
(7) The name and residence or business address of eachincorporator.
(b) It is not necessary to set forth in the articles ofincorporation any of the corporate powers enumerated in this chapter.
(c) Unless the articles of incorporation provide that achange in the number of directors be made only by amendment to the articles ofincorporation, a change in the number of directors made by amendment to thebylaws is controlling. In all other cases, whenever a provision of the articlesof incorporation is inconsistent with a bylaw, the provision of the articles ofincorporation is controlling.
§ 7-6-34 Articles of incorporation. –(a) The articles of incorporation shall set forth:
(1) The name of the corporation.
(2) The period of duration, which may be perpetual.
(3) The purpose or purposes for which the corporation isorganized.
(4) Any provisions, not inconsistent with the law, which theincorporators elect to set forth in the articles of incorporation for theregulation of the internal affairs of the corporation, including a provisioneliminating or limiting the personal liability of a director to the corporationor to its members for monetary damages for breach of the director's duty as adirector. However, the provision does not eliminate or limit the liability of adirector:
(A) For any breach of the director's duty or loyalty to thecorporation or its members;
(B) For acts or omissions not in good faith or which involveintentional misconduct or a knowing violation of law; or
(C) For any transaction from which the director derived animproper personal benefit, and also including any provision which under thischapter is required or permitted to be set forth in the bylaws.
(ii) No provision eliminating or limiting the personalliability of a director will be effective with respect to causes of actionarising prior to the inclusion of the provision in the articles ofincorporation of the corporation.
(5) The address of its initial registered office, and thename of its initial registered agent at the address.
(6) The number of directors constituting the initial board ofdirectors, and the names and addresses of the persons who are to serve as theinitial directors.
(7) The name and residence or business address of eachincorporator.
(b) It is not necessary to set forth in the articles ofincorporation any of the corporate powers enumerated in this chapter.
(c) Unless the articles of incorporation provide that achange in the number of directors be made only by amendment to the articles ofincorporation, a change in the number of directors made by amendment to thebylaws is controlling. In all other cases, whenever a provision of the articlesof incorporation is inconsistent with a bylaw, the provision of the articles ofincorporation is controlling.
