As Amended
SEC. 79-4-2.02. Articles of incorporation.
(a) The articles of incorporation must set forth:
(1) A corporate name for the corporation that satisfies the requirements of Section 79-4-4.01;
(2) The number of shares the corporation is authorized to issue and any information concerning the authorized shares as required by Section 79-4-6.01;
(3) The street address of the corporation's initial registered office and the name of its initial registered agent at that office; and
(4) The name and address of each incorporator.
(b) The articles of incorporation may set forth:
(1) The names and addresses of the individuals who are to serve as the initial directors;
(2) Provisions not inconsistent with law regarding:
(i) The purpose or purposes for which the corporation is organized;
(ii) Managing the business and regulating the affairs of the corporation;
(iii) Defining, limiting and regulating the powers of the corporation, its board of directors and shareholders; and
(iv) A par value for authorized shares or classes of shares;
(3) Any provision that under Section 79-4-1.01 et seq. is required or permitted to be set forth in the bylaws;
(4) A provision eliminating or limiting the liability of a director to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director, except liability for:
(i) The amount of a financial benefit received by a director to which he is not entitled;
(ii) An intentional infliction of harm on the corporation or the shareholders;
(iii) A violation of Section 79-4-8.33; or
(iv) An intentional violation of criminal law; and
(5) A provision permitting or making obligatory indemnification of a director for liability as defined in Section 79-4-8.50(5) to any person for any action taken, or any failure to take any action, as a director, except liability for:
(i) Receipt of a financial benefit to which he is not entitled;
(ii) An intentional infliction of harm on the corporation or its shareholders;
(iii) A violation of Section 79-4-8.33; or
(iv) An intentional violation of criminal law.
(c) The articles of incorporation need not set forth any of the corporate powers enumerated in Section 79-4-1.01 et seq.
(d) For the purposes of this section, a "director" shall include any person vested with the discretion or powers of a director under Section 79-4-7.32.
(e) Provisions of the articles of incorporation may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with Section 79-4-1.20(k).
SOURCES: Laws, 1987, ch. 486, Sec. 202; 1991, ch. 509, Sec. 1; 1994, ch. 417, Sec. 1; 1996, ch. 459 Sec. 1; Laws, 2004, ch. 495, § 3, HB 972, eff from and after July 1, 2004.
PREVIOUS VERSIONS: Pre-2004