9780314153227

Corporations And Other Business Associations: Statutes, Rules & Forms 2004 Edition

by
  • ISBN13:

    9780314153227

  • ISBN10:

    0314153225

  • Format: Paperback
  • Copyright: 2004-07-30
  • Publisher: West Group

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Table of Contents

General Provisions
Short Title and Reservation of Power
Short Title
8(1)
Reservation of Power to Amend or Repeal
8(1)
Filing Documents
Filing Requirements
8(2)
Forms
10(1)
Filing, Service and Copying Fees
11(1)
Effective Time and Date of Document
12(1)
Correcting Filed Document
12(1)
Filing Duty of Secretary of State
13(1)
Appeal From Secretary of State's Refusal to File Document
14(1)
Evidentiary Effect of Copy of Filed Document
14(1)
Certificate of Existence
14(1)
Penalty for Signing False Document
15(1)
Secretary of State
Powers
15(1)
Definitions
Act Definitions
15(7)
Notice
22(1)
Number of Shareholders
23(1)
Incorporation
Incorporators
23(1)
Articles of Incorporation
23(2)
Incorporation
25(1)
Liability for Preincorporation Transactions
25(2)
Organization of Corporation
27(1)
Bylaws
27(1)
Emergency Bylaws
28(1)
Purposes and Powers
Purposes
28(1)
General Powers
28(1)
Emergency Powers
29(1)
Ultra Vires
30(1)
Name
Corporate Name
31(1)
Reserved Name
32(1)
Registered Name
32(1)
Office and Agent
Registered Office and Registered Agent
33(1)
Change of Registered Office or Registered Agent
33(1)
Resignation of Registered Agent
34(1)
Service on Corporation
34(1)
Shares and Distributions
Shares
Authorized Shares
34(2)
Terms of Class or Series Determined by Board of Directors
36(1)
Issued and Outstanding Shares
36(1)
Fractional Shares
36(1)
Issuance of Shares
Subscription for Shares Before Incorporation
37(1)
Issuance of Shares
38(6)
Liability of Shareholders
44(1)
Share Dividends
45(1)
Share Options
45(1)
Form and Content of Certificates
46(1)
Shares Without Certificates
47(1)
Restriction on Transfer or Registration of Shares and Other Securities
47(1)
Expense of Issue
48(1)
Subsequent Acquisition of Shares by Shareholders and Corporation
Shareholders' Preemptive Rights
48(1)
Corporation's Acquisition of Its Own Shares
49(1)
Distributions
Distributions to Shareholders
50(7)
Shareholders
Meetings
Annual Meeting
57(1)
Special Meeting
58(1)
Court-Ordered Meeting
58(1)
Action Without Meeting
59(1)
Notice of Meeting
59(1)
Waiver of Notice
60(1)
Record Date
60(1)
Conduct of the Meeting
61(2)
Voting
Shareholders' List for Meeting
63(1)
Voting Entitlement of Shares
63(1)
Proxies
64(1)
Shares Held by Nominees
65(1)
Corporation's Acceptance of Votes
65(1)
Quorum and Voting Requirements for Voting Groups
66(1)
Action by Single and Multiple Voting Groups
67(1)
Greater Quorum or Voting Requirements
67(1)
Voting for Directors; Cumulative Voting
67(1)
Inspectors of Election
68(1)
Voting Trusts and Agreements
Voting Trusts
69(1)
Voting Agreements
70(1)
Shareholder Agreements
70(9)
Derivative Proceedings
Subchapter Definitions
79(1)
Standing
79(1)
Demand
80(2)
Stay of Proceedings
82(1)
Dismissal
83(6)
Discontinuance or Settlement
89(1)
Payment of Expenses
89(1)
Applicability to Foreign Corporations
90(1)
Directors and Officers
Board of Directors
Requirements for and Duties of Board of Directors
91(2)
Qualifications of Directors
93(1)
Number and Election of Directors
93(2)
Election of Directors by Certain Classes of Shareholders
95(1)
Terms of Directors Generally
95(1)
Staggered Terms for Directors
95(1)
Resignation of Directors
96(1)
Removal of Directors by Shareholders
96(1)
Removal of Directors by Judicial Proceeding
96(2)
Vacancy on Board
98(1)
Compensation of Directors
98(1)
Meetings and Action of the Board
Meetings
98(1)
Action Without Meeting
98(1)
Notice of Meeting
99(1)
Waiver of Notice
99(1)
Quorum and Voting
99(1)
Committees
100(3)
Standards of Conduct
Standards of Conduct for Directors
103(10)
Standards of Liability for Directors
113(14)
Directors' Liability for Unlawful Distributions
127(1)
Officers
Officers
128(1)
Duties of Officers
129(1)
Standards of Conduct for Officers
129(2)
Resignation and Removal of Officers
131(1)
Contract Rights of Officers
132(1)
Indemnification
Subchapter Definitions
132(1)
Permissible Indemnification
133(5)
Mandatory Indemnification
138(1)
Advance for Expenses
139(1)
Court-Ordered Indemnification and Advance for Expenses
140(1)
Determination and Authorization of Indemnification
141(1)
Officers
141(1)
Insurance
142(1)
Variation by Corporate Action; Application of Subchapter
142(1)
Exclusivity of Subchapter
143(5)
Directors' Conflicting Interest Transactions
Subchapter Definitions
148(8)
Judicial Action
156(5)
Directors' Action
161(3)
Shareholders' Action
164(5)
Domestication and Conversion
Preliminary Provisions
Excluded Transactions
169(1)
Required Approvals [Optional]
169(1)
Domestication
Domestication
169(3)
Action on a Plan of Domestication
172(3)
Articles of Domestication
175(1)
Surrender of Charter Upon Domestication
176(1)
Effect of Domestication
177(2)
Abandonment of a Domestication
179(1)
Nonprofit Conversion [Omitted]
Foreign Nonprofit Domestication and Conversion [Omitted]
Entity Conversion
Entity Conversion Authorized; Definitions
180(2)
Plan of Entity Conversion
182(2)
Action on a Plan of Entity Conversion
184(2)
Articles of Entity Conversion
186(2)
Surrender of Charter Upon Conversion
188(1)
Effect of Entity Conversion
189(1)
Abandonment of an Entity Conversion
190(1)
Amendment of Articles of Incorporation and Bylaws
Amendment of Articles of Incorporation
Authority to Amend
191(1)
Amendment Before Issuance of Shares
192(1)
Amendment by Board of Directors and Shareholders
193(1)
Voting on Amendments by Voting Groups
194(4)
Amendment by Board of Directors
198(1)
Articles of Amendment
199(1)
Restated Articles of Incorporation
200(1)
Amendment Pursuant to Reorganization
200(1)
Corporation Law
Effect of Amendment
201(1)
Amendment of Bylaws
Amendment by Board of Directors or Shareholders
201(1)
Bylaw Increasing Quorum or Voting Requirement for Directors
202(1)
Merger and Share Exchanges
Definitions
203(1)
Merger
204(4)
Action on Plan
208(4)
Action on a Plan of Merger or Share Exchange
212(4)
Merger Between Parent and Subsidiary or Between Subsidiaries
216(1)
Articles of Merger or Share Exchange
217(1)
Effect of Merger or Share Exchange
218(3)
Abandonment of a Merger or Share Exchange
221(1)
Sale of Assets
Disposition of Assets Not Requiring Shareholder Approval
222(1)
Shareholder Approval of Certain Dispositions
223(4)
Appraisal Rights
Right to Appraisal and Payment for Shares
Definitions
227(6)
Right to Appraisal
233(9)
Assertion of Rights by Nominees and Beneficial Owners
242(1)
Procedure for Exercise of Appraisal Rights
Notice of Appraisal Rights
243(1)
Notice of Intent to Demand Payment
244(1)
Appraisal Notice and Form
245(2)
Perfection of Rights; Right to Withdraw
247(1)
Payment
248(1)
After-acquired Shares
249(2)
Procedure if Shareholder is Dissatisfied With Payment or Offer
251(1)
Judicial Appraisal of Shares
Court Action
252(1)
Court Costs and Counsel Fees
253(1)
Dissolution
Voluntary Dissolution
Dissolution by Incorporators or Initial Directors
254(1)
Dissolution by Board of Directors and Shareholders
254(2)
Articles of Dissolution
256(1)
Revocation of Dissolution
257(1)
Effect of Dissolution
257(1)
Known Claims Against Dissolved Corporation
258(2)
Other Claims Against Dissolved Corporation
260(1)
Court Proceedings
261(1)
Director Duties
262(1)
Administrative Dissolution
Grounds for Administrative Dissolution
263(1)
Procedure for and Effect of Administrative Dissolution
263(1)
Reinstatement Following Administrative Dissolution
264(1)
Appeal From Denial of Reinstatement
264(1)
Judicial Dissolution
Grounds for Judicial Dissolution
265(2)
Procedure for Judicial Dissolution
267(1)
Receivership or Custodianship
268(1)
Decree of Dissolution
268(1)
Election to Purchase in Lieu of Dissolution
269(1)
Miscellaneous
Deposit With State Treasurer
270(1)
[Foreign Corporations---Omitted]
Records and Reports
Records
Corporate Records
271(1)
Inspection of Records by Shareholders
272(1)
Scope of Inspection Right
273(1)
Court-Ordered Inspection
274(1)
Inspection of Records by Directors
274(2)
Exception to Notice Requirements
276(2)
Reports
Financial Statements for Shareholders
278(2)
Other Reports to Shareholders
280(1)
Annual Report for Secretary of State
280(1)
Corporation Law
Transition Provisions
Application to Existing Domestic Corporations
281(1)
Application to Qualified Foreign Corporations
281(1)
Saving Provisions
281(1)
Severability
282(1)
Repeal
282(1)
Effective Date
282

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Reviews for Corporations And Other Business Associations: Statutes, Rules & Forms 2004 Edition (9780314153227)