414D-32 Articles of incorporation. (a) The articles of incorporation shall set forth:

(1) A corporate name for the corporation that satisfies the requirements of section 414D-61;

(2) The mailing address of the corporation's initial principal office and the information required by section 425R-4(a);

(3) The name and address of each incorporator;

(4) Whether or not the corporation will have members; and

(5) Provisions not inconsistent with law regarding the distribution of assets on dissolution.

(b) The articles of incorporation may set forth:

(1) The purpose or purposes for which the corporation is organized, which may be, either alone or in combination with other purposes, the transaction of any lawful activity;

(2) The names and addresses of the individuals who are to serve as the initial directors;

(3) Provisions not inconsistent with law regarding:

(A) Managing and regulating the affairs of the corporation;

(B) Defining, limiting, and regulating the powers of the corporation, its board of directors, and members (or any class of members), including but not limited to the power to merge with another corporation, convert to another type of entity, sell all or substantially all of the corporation's assets, or dissolve the corporation; and

(C) The characteristics, qualifications, rights, limitations, and obligations attaching to each or any class of members;

(4) Any provision that under this chapter is required or permitted to be set forth in the bylaws;

(5) Provisions eliminating or limiting the personal liability of a director to the corporation or members of the corporation for monetary damages for breach of the director's duties to the corporation and its members; provided that such a provision may not eliminate or limit the liability of a director:

(A) For any breach of the director's duty of loyalty to the corporation or its members;

(B) For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

(C) For any transaction from which a director derived an improper personal economic benefit; or

(D) Under sections 414D-150 to 414D-152.

(c) None of the provisions specified in this section shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when the provision becomes effective.

(d) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter. [L 2001, c 105, pt of 1; am L 2002, c 130, 39; am L 2003, c 124, 24; am L 2009, c 55, 18]



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