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Section Name Section Number
Short title. § 79-11-101
Amendments and repeals. § 79-11-103
Requirements for filing of documents. § 79-11-105
Secretary may prescribe forms. § 79-11-107
Filing fees; fee for serving process upon Secretary of State; fees for copying and certifying copy of filed document. § 79-11-109
Effective date of filed documents. § 79-11-111
Correction of filed documents. § 79-11-113
Secretary of State to file documents; refusal to file document; filing of documents as ministerial. § 79-11-115
Appeal of refusal to file document. § 79-11-117
Certified copy of document as conclusive evidence of filing. § 79-11-119
Certificate of existence, application for; contents of; conclusive evidence of good standing. § 79-11-121
Signing false document which is to be filed as offense; penalty. § 79-11-123
Secretary granted power to perform duties. § 79-11-125
Definitions. § 79-11-127
Notice, types; when effective; how addressed; electronic communications. § 79-11-129
Petition to chancery court for alternative method for calling or conducting meeting of corporation members, delegates, or directors, or for obtaining their consent. § 79-11-131
Notice to Attorney General of commencement of certain proceedings. § 79-11-133
Persons who may act as incorporators. § 79-11-135
Contents of articles of incorporation. § 79-11-137
When corporate existence begins; filing of articles of incorporation as conclusive proof that conditions of incorporation satisfied. § 79-11-139
Liability for purporting to act for corporation where incorporation has not occurred. § 79-11-141
Organizational meeting after incorporation; written consents in lieu of organizational meeting. § 79-11-143
Bylaws. § 79-11-145
Emergency bylaws; emergency defined. § 79-11-147
Activities for which corporations may be organized. § 79-11-149
Powers of corporation. § 79-11-151
Emergency powers of board of directors; notice during emergency; officers may be deemed directors during emergency; effect of emergency corporate action; emergency defined. § 79-11-153
Challenge to corporation’s power to act. § 79-11-155
Corporate name. § 79-11-157
Reserving exclusive use of corporate name; transferring reserved corporate name. § 79-11-159
Repealed. § 79-11-161
Repealed. § 79-11-163
Repealed. § 79-11-165
Repealed. § 79-11-167
Repealed. § 79-11-169
Admission of person as member of corporation. § 79-11-171
Consideration for admission of members to corporation. § 79-11-173
Corporation not required to have members. § 79-11-175
Rights and obligations of members. § 79-11-177
Transfer of membership or right arising therefrom. § 79-11-179
Liability of members for acts, debts, liabilities, or obligations of corporation. § 79-11-181
Liability of members for dues, assessments or fees. § 79-11-183
Actions by creditors to reach liability of member to corporation. § 79-11-185
Resignation of member. § 79-11-187
Expulsion or suspension of member or termination or suspension of membership. § 79-11-189
Purchase by corporation of membership of member who resigns or whose membership is terminated. § 79-11-191
Proceedings brought on behalf of domestic or foreign corporation. § 79-11-193
Delegates. § 79-11-195
Annual membership meeting. § 79-11-197
Special meetings of members. § 79-11-199
Court-ordered meeting of members. § 79-11-201
Approval of action by members without holding meeting of members. § 79-11-203
Notice of meetings of members; notice of adjourned meetings. § 79-11-205
Waiver of notice requirements by member. § 79-11-207
Record date. § 79-11-209
Corporate action taken by ballot without meeting. § 79-11-211
Preparation of list of members entitled to notice of meeting and members entitled to vote at meeting; list to be open for inspection; court may order inspection and copying of lists. § 79-11-213
Each member to have one vote. § 79-11-215
Quorum requirements. § 79-11-217
Votes required for member action. § 79-11-219
Voting by proxy. § 79-11-221
Cumulative voting. § 79-11-223
Method of election of directors. § 79-11-225
Acceptance or rejection of vote, consent, waiver or proxy appointment. § 79-11-227
Voting agreements between members. § 79-11-229
Board of directors; persons authorized to exercise some or all of powers of board. § 79-11-231
Qualifications for directors. § 79-11-233
Number of directors. § 79-11-235
Election, appointment or designation of directors. § 79-11-237
Term of office of directors. § 79-11-239
Staggering terms of directors. § 79-11-241
Resignation of director. § 79-11-243
Removal of directors. § 79-11-245
Removal of designated director or appointed director. § 79-11-247
Removal of director by court proceeding. § 79-11-249
Filling of vacancy in board of directors. § 79-11-251
Compensation of directors. § 79-11-253
Meetings of board of directors. § 79-11-255
Action taken by board of directors without meeting. § 79-11-257
Notice of regular and special meetings of board of directors. § 79-11-259
Waiver of notice of meeting of board of directors. § 79-11-261
Quorum of board of directors; director present at meeting deemed to have assented to action taken; exceptions. § 79-11-263
Committees of board of directors. § 79-11-265
Director to act in best interests of corporation; director’s reliance upon others for information; liability of directors. § 79-11-267
Conflict of interest transaction. § 79-11-269
Liability of director for unlawful distribution. § 79-11-270
Officers of corporation. § 79-11-271
Duties of officers. § 79-11-273
Officers to act in best interests of corporation; reliance upon others for information; liability of officers. § 79-11-275
Resignation or removal of officer. § 79-11-277
Contract rights between officer and corporation. § 79-11-279
Indemnification of director, officer, employee, or agent. § 79-11-281
Restrictions on corporate loans; borrower’s liability. § 79-11-282
Recordkeeping requirements. § 79-11-283
Members’ right to inspect and copy corporation records; requirements. § 79-11-285
Conditions on right to inspect; member’s agent or attorney has right to inspect and copy records; means of copying records; charges for copying documents by corporation; lists which satisfy demand for record of members. § 79-11-287
Court-ordered inspection where corporation does not allow member to inspect and copy records. § 79-11-289
Restrictions on use of membership lists. § 79-11-291
Authorization for making distributions; conditions for corporation to purchase memberships. § 79-11-293
Authorization to amend articles of incorporation. § 79-11-295
Amendment of articles of incorporation prior to corporation’s acquisition of members. § 79-11-297
Amendments to articles of incorporation which may be adopted by board of directors without action by members. § 79-11-299
Procedures for making amendments to articles of incorporation. § 79-11-301
Amendments to articles affecting members of class to be voted on by members of such class. § 79-11-303
Filing of amendments to articles of incorporation. § 79-11-305
Restatement of articles of incorporation. § 79-11-307
Amendments to articles of incorporation to carry out court ordered reorganization. § 79-11-309
Amendments to articles of incorporation not to affect legal status of corporation. § 79-11-311
Adoption of amendments to bylaws where corporation has no members. § 79-11-313
Approval of amendments to bylaws where corporation has members. § 79-11-315
Amendments to bylaws affecting class of members to be voted on by such class. § 79-11-317
Plan of merger of corporations. § 79-11-319
Approval of plan of merger; abandonment of plan of merger. § 79-11-321
Filing of articles of merger. § 79-11-323
Effects of merger. § 79-11-325
Merger of foreign corporation with domestic corporation. § 79-11-327
Sale, lease, exchange, or other disposition of property in regular course of business; mortgaging or otherwise encumbering property. § 79-11-329
Sale, lease, exchange, or other disposition of property not in regular course of business. § 79-11-331
Dissolution by incorporators or directors of corporation that has no members. § 79-11-333
Approval of dissolution by board of directors or members; notice requirements. § 79-11-335
Application and distribution of assets of voluntarily dissolving corporation. § 79-11-336
Contents and filing of articles of dissolution. § 79-11-337
Revocation of dissolution. § 79-11-339
Winding up and liquidation. § 79-11-341
Disposition of known claims against dissolved corporation. § 79-11-343
Notice of dissolution and request for presentation of claims against corporation; statute of limitations; enforcement of claims. § 79-11-345
Administrative dissolution by Secretary of State, grounds for. § 79-11-347
Administrative dissolution, procedures. § 79-11-349
Reinstatement after administrative dissolution. § 79-11-351
Denial of application for reinstatement following administrative dissolution; appeals. § 79-11-353
Dissolution by court order; parties who may bring action; grounds for court-ordered dissolution. § 79-11-355
Court-ordered dissolution, venue; appropriate party defendants; authority of court with respect to. § 79-11-357
Issuance of injunctions; appointment of receivers or custodians; application and distribution of corporation assets or proceeds from sale or other disposition. § 79-11-359
Decree of judicial dissolution. § 79-11-361
Foreign corporations, authority to transact business; transacting business defined. § 79-11-363
Foreign corporation transacting business without certificate of authority not to maintain proceeding in any court; stay of proceeding until certificate obtained; penalty for transacting business without certificate of authority. § 79-11-365
Foreign corporation, application for certificate of authority. § 79-11-367
Foreign corporation, amended certificate of authority. § 79-11-369
Effect of certificate of authority. § 79-11-371
Corporate name of foreign corporation. § 79-11-373
Repealed. § 79-11-375
Repealed. § 79-11-377
Repealed. § 79-11-379
Service of process, demand or notice on foreign corporation. § 79-11-381
Withdrawal of foreign corporation. § 79-11-383
Revocation of certificate of authority of foreign corporation, grounds. § 79-11-385
Issuance of certificate of revocation. § 79-11-387
Appeal of revocation. § 79-11-389
Status report of corporation. § 79-11-391
Rural water companies, special requirements. § 79-11-393
Rural waterworks corporations; financial reports; contents; notice; failure to file report; notice of annual meeting. § 79-11-394
Application to pre-existing domestic nonprofit, nonshare corporations. § 79-11-395
Application to pre-existing foreign corporations authorized to transact business. § 79-11-397
Effect of repeal of prior statutes. § 79-11-399
Application to religious corporations. § 79-11-401
Certain provisions inapplicable to religious corporations; religious doctrine controlling in case of inconsistencies. § 79-11-403
Nonprofit corporation to notify Secretary of State of determination, suspension or revocation of exemption from tax as Section 501(c)(3) organization. § 79-11-405

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