§ 7-1.2-202 - Articles of incorporation.
SECTION 7-1.2-202
§ 7-1.2-202 Articles of incorporation.– (a) The articles of incorporation must state:
(1) A corporate name that satisfies the requirements of§ 7-1.2-401.
(2) The total number of shares which the corporation hasauthority to issue, and if the corporation is to be authorized to issue morethan one class of shares;
(i) The total number of shares of each class; and
(ii) A statement of all or any of the designations and thepowers, preferences, and rights, including voting rights, and thequalifications, limitations, or restrictions of them, which are permitted bythe provisions of this chapter in respect of any class or classes of shares ofthe corporation and the fixing of which by the articles of association isdesired, and an express grant of the authority as it may then be desired togrant to the board of directors to fix by vote or votes any of them that may bedesired but which is not fixed by the articles.
(3) The address of its initial registered office, and thename of its initial registered agent at the address.
(4) The name and address of each incorporator.
(b) The articles of incorporation may state:
(1) A par value of authorized shares or classes of shares.
(2) Any provisions electing to provide preemptive rights toshareholders pursuant to the provisions of § 7-1.2-613.
(3) Any provision, not inconsistent with law, which theincorporators elect to set forth in the articles of incorporation for theregulation of the internal affairs of the corporation, including, but notlimited to, a provision eliminating or limiting the personal liability of adirector to the corporation or to its shareholders for monetary damages forbreach of the director's duty as a director; provided that the provision doesnot eliminate or limit the liability of a director for:
(i) Any breach of the director's duty of loyalty to thecorporation or its shareholders;
(ii) Acts or omissions not in good faith or which involveintentional misconduct or a knowing violation of law;
(iii) Liability imposed pursuant to the provisions of §7-1.2-811; or
(iv) Any transaction from which the director derived animproper personal benefit (unless the transaction is permitted by §7-1.2-807). No provision eliminating or limiting the personal liability of adirector will be effective with respect to causes of action arising prior tothe inclusion of the provision in the articles of incorporation of thecorporation.
(v) Any provision which under this chapter is required orpermitted to be set forth in the bylaws.
(4) If, pursuant to § 7-1.2-105(d), the corporateexistence is to begin at a time subsequent to the issuance of the certificateof incorporation by the secretary of state, the date when corporate existencebegins.
(c) The provisions permitted by subsection (b)(3) may also beincluded in the articles of incorporation or legislative charter of anyexisting or future financial institution, insurance company, public utility, orother quasi public corporation having purposes enumerated as exceptions to thischapter in § 7-1.2-301.
(d) The period of duration of a corporation is perpetualunless otherwise stated in the articles of incorporation.
(e) It is not necessary to set forth in the articles ofincorporation any of the corporate powers enumerated in this chapter.