Part I. General Provisions


414D-1 Short title

414D-2 Reservation of power to amend or repeal

414D-3 Filing requirements

414D-4 Forms

414D-5 Filing, service, and copying fees

414D-6 Effective time and date of document

414D-7 Correcting filed document

414D-8 Filing duty of the department director

414D-9 Appeal from the department director's refusal to file


414D-10 Evidentiary effect of copy of filed document

414D-11 Certificates and certified copies to be received in


414D-12 Penalty for signing false document

414D-13 Department director; powers

414D-14 Definitions

414D-15 Notice

414D-16 Private foundations

414D-17 Judicial relief

414D-18 Miscellaneous charges

414D-19 Shares of stock and dividends prohibited; compensation;


414D-20 Notice to the attorney general of commencement of



Part II. Organization

414D-31 Incorporators

414D-32 Articles of incorporation

414D-33 Incorporation

414D-34 Liability for preincorporation transactions

414D-35 Organization of corporation

414D-36 Bylaws

414D-37 Emergency bylaws and powers


Part III. Purposes and Powers

414D-51 Purposes

414D-52 General powers

414D-53 Emergency powers

414D-54 Ultra vires


Part IV. Names

414D-61 Corporate name

414D-62 Reserved name

414D-63 Repealed

414D-64 Administrative order of abatement for infringement of

corporate name


Part V. Office and Registered Agent

414D-71 Registered agent

414D-72 Designation or change of registered agent

414D-73 Resignation of registered agent

414D-74 Service on corporation


Part VI. Members and Memberships

414D-81 Admission

414D-82 Consideration

414D-83 No requirement of members

414D-84 Differences in rights and obligations of members

414D-85 Member's liability to third parties

414D-86 Member's liability for dues, assessments, and fees

414D-87 Creditor's action against member

414D-88 Repealed

414D-89 Termination, expulsion, and suspension

414D-89.5 Amendment terminating or canceling members; redemption

of membership

414D-90 Derivative suits

414D-91 Delegates


Part VII. Members' Meetings, and Voting

414D-101 Annual and regular meetings

414D-102 Special meetings

414D-103 Court-ordered meetings

414D-104 Action by written consent

414D-104.5 Action by ballot

414D-105 Notice of meeting

414D-106 Waiver of notice

414D-107 Record date; determining members entitled

to notice and vote

414D-108 Repealed

414D-109 Members' list for meeting

414D-110 Voting entitlement generally

414D-111 Quorum requirements

414D-112 Voting requirements

414D-113 Proxies

414D-114 Cumulative voting for directors

414D-115 Other methods of electing directors

414D-116 Corporation's acceptance of votes

414D-117 Voting agreements


Part VIII. Directors and Officers

414D-131 Requirement for and duties of the board

414D-132 Qualifications of directors

414D-133 Number of directors

414D-134 Election, designation, and appointment of directors

414D-135 Terms of directors generally

414D-136 Staggered terms for directors

414D-137 Resignation of directors

414D-138 Removal of directors elected by members or directors

414D-139 Removal of designated or appointed directors

414D-140 Removal of directors by judicial proceeding

414D-141 Vacancy on board

414D-142 Compensation of directors

414D-143 Regular and special meetings

414D-144 Action without meeting

414D-145 Call and notice of meetings

414D-146 Waiver of notice of meeting

414D-147 Quorum and voting

414D-148 Committees of the board

414D-149 General standards for directors

414D-150 Director conflict of interest

414D-151 Loans to or guaranties for directors and officers

414D-152 Liability for unlawful distributions

414D-153 Required officers

414D-154 Duties and authority of officers

414D-155 Standards of conduct for officers

414D-156 Resignation and removal of officers

414D-157 Contract rights of officers

414D-158 Officers' authority to execute documents

414D-159 Definitions

414D-160 Authority to indemnify

414D-161 Mandatory indemnification

414D-162 Advance for expenses

414D-163 Court-ordered indemnification

414D-164 Determination and authorization of indemnification

414D-165 Indemnification of officers, employees, and agents

414D-166 Insurance

414D-167 Application of this part


Part IX. Amendment of Articles of Incorporation and Bylaws

414D-181 Authority to amend

414D-182 Procedure to amend articles of incorporation

414D-183 Articles of amendment

414D-184 Restated, amended and restated, articles of


414D-185 Amendment pursuant to judicial reorganization

414D-186 Effect of amendment and restatement

414D-187 Bylaws

414D-188 Approval by third persons


Part X. Merger

414D-200 Definitions

414D-201 Merger

414D-201.5 Foreign mergers

414D-202 Action on plan by board, members, and third persons

414D-203 Articles of merger

414D-204 Effect of merger

414D-205 Repealed

414D-206 Bequests, devises, and gifts

414D-207 Repealed

414D-207.1 Conversions into and from corporations

414D-208 Repealed

414D-208.1 Articles of conversion

414D-209 Repealed

414D-210 Repealed

414D-210.1 Effect of conversion

414D-211 Limitations on merger by public benefit corporations


Part XI. Sale of Assets

414D-221 Sale of assets in regular course of activities and

mortgage of assets

414D-222 Sale of assets other than in regular course of



Part XII. Distributions

414D-231 Prohibited distributions

414D-232 Authorized distributions

414D-233 Notice to the attorney general of intention to



Part XIII. Dissolution

414D-241 Dissolution by incorporators, initial directors,

and third persons

414D-242 Dissolution by directors, members, and third persons

414D-243 Articles of dissolution

414D-244 Revocation of dissolution

414D-245 Effect of dissolution

414D-245.5 Trustees or receivers for dissolved corporations;

appointment; powers; duties

414D-246 Known claims against dissolved corporation

414D-247 Unknown claims against dissolved corporation

414D-248 Grounds for administrative dissolution

414D-249 Procedure for and effect of administrative

dissolution and effect of expiration

414D-250 Reinstatement following administrative dissolution

414D-251 Appeal from denial of reinstatement

414D-252 Grounds for judicial dissolution

414D-253 Procedure for judicial dissolution

414D-254 Receivership or custodianship

414D-255 Decree of dissolution

414D-256 Deposit with director of finance


Part XIV. Foreign Corporations

414D-271 Authority to transact business required

414D-272 Consequences of transacting business without


414D-273 Application for certificate of authority

414D-274 Change of name by foreign corporation

414D-275 Effect of certificate of authority

414D-276 Corporate name of foreign corporation

414D-277 Registered agent of foreign corporation

414D-278 Change of registered agent of foreign corporation

414D-279 Resignation of registered agent of foreign


414D-280 Service on foreign corporation

414D-281 Application to corporations heretofore authorized to

transact business in this State

414D-282 Withdrawal of foreign corporation

414D-283 Grounds for revocation of certificate of authority

414D-284 Procedure and effect of revocation

414D-285 Appeal from revocation


Part XV. Records and Reports

414D-301 Corporate records

414D-302 Inspection of records by members

414D-303 Scope of inspection rights

414D-304 Court-ordered inspection

414D-305 Limitations on use of membership list

414D-306 Financial statements for members

414D-306.5 Inspection of records by directors

414D-307 Report of indemnification to members

414D-308 Annual report


Part XVI. Superseding Chapters

414D-311 Superseding chapters


Part XVII. Transition Provisions

414D-321 Application to existing domestic corporations

414D-322 Application to qualified foreign corporations

414D-323 Saving provisions

414D-324 Severability


Cross References


Protection of charitable assets; attorney general's authority, see 28-5.2.


Case Notes


Where church was not a hierarchical church, but a congregational church that made decisions by a vote of its members as set forth in its "petition for charter" of incorporation and bylaws, the church was governed by this chapter; thus, appellants should have been allowed to amend their complaint, had standing to contest their expulsion, and were not precluded from doing so by the ecclesiastical abstention doctrine; also, doctrine did not bar appellants' complaint to the extent it did not require resolution of controversies over church doctrine, law, or polity. 118 H. 165 (App.), 185 P.3d 913 (2008).



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