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(a) The articles of incorporation shall set forth:

(1) The name of the corporation;

(2) The period of duration, which may be continuous;

(3) The purpose(s) for which the corporation is organized;

(4) If the corporation is to have no members, a statement to that effect;

(5) If the corporation is to have members, any provisions which the incorporators elect to set forth in the articles of incorporation stating the qualifications and rights of members and conferring, limiting, or denying the right to vote;

(6) If the directors are not to be elected or appointed by members, a statement of the manner in which such directors shall be elected or appointed, or a statement that the manner of such election or appointment of directors shall be provided for in the bylaws;

(7) Any provisions, not inconsistent with this chapter or any other law or ordinance of the community, which the incorporators elect to set forth in the articles of incorporation for the regulation of the internal affairs of the corporation, including any provision for distribution of assets on dissolution or final liquidation;

(8) The name and address of its initial registered agent;

(9) The number of directors constituting the initial Board of Directors, and the names and addresses of the persons who are to serve as the initial directors until the first annual meeting or until their successors are elected or appointed according to the articles of incorporation or bylaws;

(10) The name and address of each incorporator; and

(11) Proof of tribal enrollment for tribal member incorporators or proof of the community as an incorporator.

(b) It shall not be necessary to set forth in the articles of incorporation any of the corporate powers enumerated in this chapter.

(c) In addition to the matters required to be set out in the articles of incorporation by subsection (a) of this section, the articles of incorporation may also contain a provision eliminating or limiting the personal liability of a director to the corporation for monetary damages for the breach of fiduciary duty as a director. The articles of incorporation may not eliminate or limit the liability of a director for:

(1) A breach of a director’s duty of loyalty to the corporation;

(2) Acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; or

(3) A transaction from which the director derives an improper personal benefit.

(d) Whenever a provision of the articles of incorporation is inconsistent with a bylaw, the provision of the articles of incorporation shall be controlling. [Res. 2011-32; 2008 Code § 9.3.2.2]