Title 11B - Nonprofit Corporations
- Chapter 1 - GENERAL PROVISIONS (Contains: §§ 1 – 42)
- § 1 - Short title
- § 2 - Reservation of power
- § 20 - Filing requirements
- § 21 - Forms
- § 22 - Filing; service and copying fees
- § 23 - Effective date of document
- § 24 - Correcting filed document
- § 25 - Filing duty of secretary of state
- § 26 - Appeal from secretary of state's refusal to file document
- § 27 - Evidentiary effect of copy of filed document
- § 28 - Certificate of good standing
- § 29 - Signing false documents
- § 30 - Powers
- § 40 - Definitions
- § 41 - Notice
- § 42 - Judicial relief
- Chapter 2 - INCORPORATION (Contains: §§ 1 – 6)
- Chapter 3 - PURPOSES AND POWERS (Contains: §§ 1 – 3)
- Chapter 4 - NAME (Contains: §§ 1 – 3)
- Chapter 5 - OFFICE AND AGENT (Contains: §§ 2 – 4)
- Chapter 6 - MEMBERS AND MEMBERSHIP (Contains: §§ 1 – 50)
- § 1 - Admission
- § 2 - Consideration
- § 3 - No requirement of members
- § 20 - Differences in rights and obligations of members
- § 21 - Transfers
- § 22 - Member's liability to third parties
- § 23 - Member's liability for dues, assessments and fees
- § 24 - Creditor's action against member
- § 30 - Resignation
- § 31 - Termination; expulsion and suspension
- § 32 - Purchase of memberships
- § 40 - Derivative suits
- § 50 - Delegates
- Chapter 7 - MEMBERS, MEETINGS AND VOTING (Contains: §§ 1 – 30)
- § 1 - Annual meeting and regular meetings
- § 2 - Special meeting
- § 3 - Court-ordered meeting
- § 4 - Action by written consent
- § 5 - Notice of meeting
- § 6 - Waiver of notice
- § 7 - Record date; determining members entitled to notice and vote
- § 8 - Action by written ballot
- § 20 - Members' list for meeting
- § 21 - Voting entitlement generally
- § 22 - Quorum requirements
- § 23 - Voting requirements
- § 24 - Proxies
- § 25 - Cumulative voting for directors
- § 26 - Other methods of electing directors
- § 27 - Corporation's acceptance of votes
- § 30 - Voting agreements
- Chapter 8 - DIRECTORS AND OFFICERS (Contains: §§ 1 – 58)
- § 1 - Requirement for and duties of board
- § 2 - Qualifications of directors
- § 3 - Number of directors
- § 4 - Election, designation and appointment of directors
- § 5 - Terms of directors generally
- § 6 - Staggered terms for directors
- § 7 - Resignation of directors
- § 8 - Removal of directors elected by members or directors
- § 9 - Removal of designated or appointed directors
- § 10 - Removal of directors by judicial proceeding
- § 11 - Vacancy on board
- § 12 - Compensation of directors
- § 13 - Financially disinterested majority-Public benefit corporations
- § 20 - Regular and special meetings
- § 21 - Action without meeting
- § 22 - Call and notice of meetings
- § 23 - Waiver of notice
- § 24 - Quorum and voting
- § 25 - Committees of the board
- § 30 - General standards for directors
- § 31 - Director conflict of interest
- § 32 - Loans to or guarantees for directors and officers
- § 33 - Liability for unlawful distributions; statute of limitations
- § 40 - Required officers
- § 41 - Duties and authority of officers
- § 42 - Standards of conduct for officers
- § 43 - Resignation and removal of officers
- § 44 - Contract rights of officers
- § 45 - Officers' authority to execute documents
- § 50 - Subchapter definitions
- § 51 - Authority to indemnify
- § 52 - Mandatory indemnification
- § 53 - Advance for expenses
- § 54 - Court-ordered indemnification
- § 55 - Determination and authorization of indemnification
- § 56 - Indemnification of officers, employees, and agents
- § 57 - Insurance
- § 58 - Application of subchapter
- Chapter 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (Contains: §§ 1 – 31)
- § 1 - Authority to amend
- § 2 - Amendment by directors
- § 3 - Amendment by directors and members
- § 4 - Class voting by members on amendments
- § 5 - Articles of amendment
- § 6 - Restated articles of incorporation
- § 7 - Amendment pursuant to judicial reorganization
- § 8 - Effect of amendment and restatement
- § 20 - Amendment by directors
- § 21 - Amendment by directors and members
- § 22 - Class voting by members on amendments
- § 30 - Approval by third persons
- § 31 - Amendment terminating members or redeeming or cancelling memberships
- Chapter 11 - MERGER (Contains: §§ 1 – 7)
- § 1 - Approval of plan of merger
- § 2 - Limitations on mergers by public benefit corporations
- § 3 - Action on plan by board, members and third persons
- § 4 - Articles of merger
- § 5 - Effect of merger
- § 6 - Merger with foreign corporation
- § 7 - Bequests, devises, and gifts
- Chapter 12 - SALE OF ASSETS (Contains: §§ 1 – 2)
- Chapter 13 - DISTRIBUTIONS (Contains: §§ 1 – 2)
- Chapter 14 - DISSOLUTION (Contains: §§ 1 – 40)
- § 1 - Dissolution by incorporators or directors
- § 2 - Dissolution by directors, members
- § 3 - Articles of dissolution
- § 4 - Revocation of dissolution
- § 5 - Effect of dissolution
- § 6 - Known claims against dissolved corporation
- § 7 - Unknown claims against dissolved corporation
- § 20 - Involuntary termination
- § 21 - Procedure for and effect of involuntary termination
- § 22 - Reinstatement following involuntary dissolution
- § 23 - Appeal from denial of reinstatement
- § 30 - Grounds for judicial dissolution
- § 31 - Procedure for judicial dissolution
- § 32 - Receivership or custodianship
- § 33 - Decree of dissolution
- § 40 - Deposit with state treasurer
- Chapter 15 - FOREIGN CORPORATIONS (Contains: §§ 1 – 32)
- § 1 - Authority to transact business required
- § 2 - Consequences of transacting business without authority
- § 3 - Application for certificate of authority
- § 4 - Amended certificate of authority
- § 5 - Effect of certificate of authority
- § 6 - Corporate name of foreign corporation
- § 7 - Registered office and registered agent of foreign corporation
- § 8 - Change of registered office or registered agent of foreign corporation
- § 9 - Resignation of registered agent of foreign corporation
- § 10 - Service on foreign corporation
- § 20 - Withdrawal of foreign corporation
- § 30 - Involuntary termination
- § 31 - [Reserved.]
- § 32 - Appeal from revocation
- Chapter 16 - RECORDS AND REPORTS (Contains: §§ 1 – 22)
- § 1 - Corporate records
- § 2 - Inspection of records by members
- § 3 - Scope of inspection right
- § 4 - Court-ordered inspection
- § 5 - Limitations on use of membership list
- § 20 - Financial statements for members
- § 21 - Report of indemnification to members
- § 22 - Biennial report for secretary of state
- Chapter 17 - APPLICABILITY (Contains: §§ 1 – 5)