Section Name Section Number
Definitions § 10-33-01
Legal recognition of electronic records and electronic signatures § 10-33-01.1
Knowledge and notice § 10-33-01.2
Reservation of legislative right § 10-33-01.3
Application and election § 10-33-02
Transition § 10-33-03
Purposes § 10-33-04
Incorporators § 10-33-05
Articles § 10-33-06
Private foundations ‑ Provisions considered contained in articles § 10-33-07
Filing of articles of incorporation § 10-33-08
Effective date of incorporation § 10-33-09
Corporate name (Contingent effective date - See note) § 10-33-10
Reserved name § 10-33-11
Registered office ‑ Registered agent § 10-33-12
Change of registered office ‑ Appointment or change of registered agent ‑ Change of name of registered agent § 10-33-13
Amendment of articles § 10-33-14
Procedure for amendment of articles § 10-33-15
Articles of amendment § 10-33-16
Effect of amendment § 10-33-17
Filing articles of amendment § 10-33-18
Effective date of articles of amendment § 10-33-19
Amendment of articles in court‑supervised reorganization § 10-33-20
General powers § 10-33-21
Corporate seal § 10-33-22
Defense of ultra vires § 10-33-23
Unauthorized assumption of corporate powers ‑ Liability § 10-33-24
Organization § 10-33-25
Bylaws § 10-33-26
Board § 10-33-27
Number of directors § 10-33-28
Qualifications and election of directors § 10-33-29
Terms of directors § 10-33-30
Acts not void or voidable § 10-33-31
Compensation of directors § 10-33-32
Classification of directors § 10-33-33
Cumulative voting for directors § 10-33-34
Resignation of directors § 10-33-35
Nonjudicial removal of directors § 10-33-36
Removal of directors by judicial proceeding § 10-33-37
Board vacancies § 10-33-38
Board meetings § 10-33-39
Absent directors § 10-33-40
Quorum of directors § 10-33-41
Act of the board § 10-33-42
Action without meeting by directors § 10-33-43
Board committees § 10-33-44
Standard of conduct for directors § 10-33-45
Director conflicts of interest § 10-33-46
Immunity of officers, directors, and trustees § 10-33-47
Immunity of volunteers § 10-33-48
Officers § 10-33-49
Duties of officers and agents § 10-33-50
Multiple offices § 10-33-51
Officers deemed elected § 10-33-52
Contract rights § 10-33-53
Resignation, removal, and vacancies for officers § 10-33-54
Delegation by officers § 10-33-55
Standard of conduct for officers § 10-33-56
Members § 10-33-57
Membership certificates § 10-33-58
Transfer of membership § 10-33-59
Liability of members ‑ Third parties ‑ Dues, assessments, or fees § 10-33-60
Resignation by members § 10-33-61
Termination of membership § 10-33-62
Purchase of memberships § 10-33-63
Delegates § 10-33-64
Annual meetings of voting members § 10-33-65
Special meetings of voting members § 10-33-66
Court‑ordered meeting of voting members § 10-33-67
Notice of member meetings § 10-33-68
Record date ‑ Determining members entitled to notice and vote § 10-33-69
Members' list for meeting § 10-33-70
Right to vote § 10-33-71
Act of the members § 10-33-72
Contractual requirement to submit a matter to the members § 10-33-72.1
Member action without a meeting § 10-33-73
Member action by ballot § 10-33-74
Remote communications for member meetings § 10-33-75
Quorum of members § 10-33-76
Proxies § 10-33-77
Acceptance of member act by the corporation § 10-33-78
Voting agreements § 10-33-79
Books and records ‑ Financial statement § 10-33-80
Equitable remedies for members § 10-33-81
Loans ‑ Guarantees ‑ Suretyship § 10-33-82
Advances § 10-33-83
Indemnification § 10-33-84
Merger, consolidation, or transfer § 10-33-85
Plan of merger or consolidation § 10-33-86
Plan approval § 10-33-87
Articles of merger or consolidation ‑ Certificate § 10-33-88
Abandonment § 10-33-89
Effective date of merger or consolidation ‑ Effect § 10-33-90
Continuance of corporate authority § 10-33-91
Merger or consolidation with foreign corporation § 10-33-92
Merger of corporation conducting activities as a hospital with a corporation organized for profit ‑ Retention of property tax status § 10-33-93
Transfer of assets ‑ When permitted § 10-33-94
Certain assets not to be diverted § 10-33-95
Methods of dissolution § 10-33-96
Voluntary dissolution by incorporators § 10-33-97
Voluntary dissolution by board and members with voting rights § 10-33-98
Filing notice of intent to dissolve ‑ Effect § 10-33-99
Procedure in dissolution § 10-33-100
Dissolution procedure for corporations that give notice to creditors and claimants § 10-33-101
Dissolution procedure for corporations that do not give notice to creditors and claimants § 10-33-102
Filing of articles of dissolution ‑ Effective date of dissolution ‑ Certificate of dissolution § 10-33-103
Revocation of dissolution proceedings § 10-33-104
Distribution of assets § 10-33-105
Supervised voluntary dissolution § 10-33-106
Involuntary dissolution § 10-33-107
Procedure in involuntary or supervised voluntary dissolution § 10-33-108
Qualifications of receivers ‑ Powers § 10-33-109
Filing claims in proceedings to dissolve § 10-33-110
Discontinuance of dissolution proceedings § 10-33-111
Decree of dissolution § 10-33-112
Filing decree § 10-33-113
Deposit with administrator of abandoned property of amount due certain persons ‑ Appropriation § 10-33-114
Claims barred ‑ Exceptions § 10-33-115
Right to sue or defend after dissolution § 10-33-116
Omitted assets § 10-33-117
Extension after duration expired § 10-33-118
Effect of extension § 10-33-119
Service of process on corporation, foreign corporation, and nonresident directors § 10-33-120
State interested ‑ Proceedings § 10-33-121
Attorney general ‑ Notice to ‑ Waiting period § 10-33-122
Powers of attorney general § 10-33-123
Certified nonprofit development corporation ‑ Application § 10-33-124
Foreign corporation ‑ Governing law § 10-33-125
Foreign corporation ‑ Name § 10-33-126
Foreign corporation ‑ Admission of foreign corporation conducting activities ‑ Obtaining licenses and permits § 10-33-127
Foreign corporation application for certificate of authority § 10-33-128
Foreign corporation ‑ Issuance of certificate of authority § 10-33-129
Foreign corporation ‑ Amendments to the certificate of authority § 10-33-130
Foreign corporation ‑ Registered agent ‑ Registered office § 10-33-131
Foreign corporation ‑ Merger of foreign corporation authorized to conduct activities in this state § 10-33-132
Foreign corporation ‑ Certificate of withdrawal § 10-33-133
Foreign corporation ‑ Revocation of certificate of authority § 10-33-134
Foreign corporation ‑ Conduct of activity without certificate of authority ‑ Civil penalty § 10-33-135
Foreign corporation ‑ Conduct not constituting conducting activities § 10-33-136
Foreign corporation ‑ Action by attorney general § 10-33-137
Foreign corporation ‑ Service of process § 10-33-138
Secretary of state ‑ Annual report of corporations and foreign corporations § 10-33-139
Secretary of state ‑ Fees and charges (Contingent effective date - See note) § 10-33-140
Secretary of state ‑ Enforcement ‑ Penalty ‑ Appeal § 10-33-141
Delivery to and filing of records by secretary of state and effective date § 10-33-141.1
Correcting a filed record § 10-33-141.2
Secretary of state ‑ Involuntary dissolution ‑ Revocation of certificate of authority § 10-33-141.3
Secretary of state ‑ Evidence § 10-33-142
Secretary of state ‑ Confidential records § 10-33-142.1
Secretary of state ‑ Forms § 10-33-143
Transaction by a nonprofit corporation operating or controlling a hospital or nursing home ‑ Notice to attorney general ‑ Waiting period § 10-33-144
Transaction by a nonprofit corporation or entity operating or controlling a hospital or nursing home ‑ Attorney general's powers and duties ‑ Experts ‑ Continuing appropriation § 10-33-145
Transaction by a nonprofit corporation or entity operating or controlling a hospital or nursing home ‑ Notice of decision ‑ Public meeting ‑ Meeting notice § 10-33-146
Transaction by a nonprofit corporation or entity operating or controlling a hospital or nursing home ‑ Attorney general decision § 10-33-147
Investigation ‑ Subpoena ‑ Hearing ‑ Powers of the attorney general § 10-33-148
Authority of the attorney general or a court is not impaired § 10-33-149

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