CHAPTER 602
NONSTOCK CORPORATIONS

Table of Contents

Sec. 33-1003. Notice.
Sec. 33-1074. Quorum and voting requirements.
Sec. 33-1116. Definitions.

PART I
GENERAL PROVISIONS

      Sec. 33-1003. Notice. (a) Notice under sections 33-1000 to 33-1290, inclusive, shall be in writing unless oral notice is reasonable under the circumstances. Notice by electronic transmission is written notice.

      (b) Notice may be communicated in person, by mail or other method of delivery, or by telephone, voice mail or other electronic means. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published, or by radio, television or other form of public broadcast communication.

      (c) Written notice by a domestic or foreign corporation to its member, if in a comprehensible form, is effective (1) upon deposit in the United States mail, as evidenced by the postmark, if mailed postage prepaid and correctly addressed to the member's address shown in the corporation's current record of members, or (2) when electronically transmitted to the member in a manner authorized by the member.

      (d) Written notice to a domestic or foreign corporation authorized to conduct affairs in this state may be addressed to its registered agent at its registered office or to the corporation or its secretary at its principal office shown in its most recent annual report or, in the case of a foreign corporation that has not yet delivered an annual report, in its application for a certificate of authority.

      (e) Except as provided in subsection (c) of this section, written notice, if in a comprehensible form, is effective at the earliest of the following: (1) When received; (2) five days after its deposit in the United States mail, if mailed postage prepaid and correctly addressed; or (3) on the date shown on the return receipt, if sent by registered or certified mail or a commercial delivery service, return receipt requested, and the receipt is signed by or on behalf of the addressee.

      (f) Oral notice is effective when communicated if communicated in a comprehensible manner.

      (g) If sections 33-1000 to 33-1290, inclusive, prescribe notice requirements for particular circumstances, those requirements govern. If a certificate of incorporation or bylaw prescribes notice requirements, not inconsistent with this section or other provisions of said sections, those requirements govern.

      (h) In computing the period of time of any notice required or permitted to be given by sections 33-1000 to 33-1290, inclusive, or under the provisions of the certificate of incorporation or bylaws of a corporation or of a resolution of members or directors, the day on which the notice is given shall be excluded, and the day on which the matter noticed is to occur shall be included, in the absence of a contrary provision.

      (P.A. 96-256, S. 4, 209; P.A. 97-246, S. 41, 42, 99; P.A. 98-137, S. 37, 62; 98-219, S. 33, 34; P.A. 01-199, S. 33; P.A. 07-217, S. 147.)

      History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 replaced "postpaid" with "postage prepaid" in Subsecs. (c) and (e), and amended Subsec. (e) to rephrase Subdiv. (3) re date shown on receipt signed by or on behalf of addressee, effective June 27, 1997; P.A. 98-137 amended Subsec. (a) to replace "Notice transmitted or received electronically is in writing and is written notice if it is accomplished in a manner that is suitable for retention, retrieval and reproduction of the notice by the recipient" with "Written notice includes notice by electronic transmission", amended Subsec. (b) to authorize notice "by mail or other method of delivery, or by telephone, voice mail or other electronic means" rather than "by telephone, telegraph, teletype or other form of wire or wireless communication, or by mail or private carrier", amended Subsec. (c)(2) to replace "when transmitted by facsimile or other electronic means if transmitted to the member in the manner authorized by the member for purposes of facsimile or electronic transmission, as the case may be" with "when electronically transmitted to the member in a manner authorized by the member", amended Subsec. (e)(2) to delete "as evidenced by the postmark" and (e)(3)to replace "on the date shown on any receipt signed by or on behalf of the addressee obtained by a commercial delivery service or by the United States mail if sent by registered or certified mail, return receipt requested" with "on the date shown on the return receipt, if sent by registered or certified mail or a commercial delivery service, return receipt requested, and the receipt is signed by or on behalf of the addressee" and amended Subsec. (g) to make technical changes, effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section; P.A. 01-199 amended Subsec. (a) to replace "Written notice includes notice by electronic transmission" with "Notice by electronic transmission is written notice"; P.A. 07-217 made a technical change in Subsec. (e), effective July 12, 2007.

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PART VI
MEMBERS

(C)

VOTING

      Sec. 33-1074. Quorum and voting requirements. (a) Members entitled to vote on a matter may take action on the matter at a meeting only if a quorum of those members exists with respect to that matter. If there are no members entitled to vote as a separate class, unless sections 33-1000 to 33-1290, inclusive, the certificate of incorporation or bylaws provide otherwise, the members entitled to vote on the matter who are present at the meeting, either in person or by proxy, if voting by proxy is permitted pursuant to section 33-1072, constitute a quorum for action on the matter. If there are members entitled to vote on a matter as a separate class, the members entitled to vote as a separate class may take action on the matter at a meeting only if a quorum of that class exists with respect to that matter. Unless sections 33-1000 to 33-1290, inclusive, the certificate of incorporation or bylaws provide otherwise, the members of a class entitled to vote on the matter who are present at the meeting, either in person or by proxy, if voting by proxy is permitted pursuant to section 33-1072, constitute a quorum of that class for action on that matter.

      (b) Once a member is represented for any purpose at a meeting, the member is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.

      (c) Where any of sections 33-1000 to 33-1290, inclusive, requires for any purpose the vote of a designated proportion of the voting power of members entitled to vote on a matter, or of the members of any particular class entitled to vote thereon as a class, if a quorum exists, action on the matter, other than the election of directors, by such members or by the members of such a class, is approved if the votes cast favoring the action by the members voting or by the members of such a class voting, are in such designated proportion of the total votes cast by such members or by the members of such a class, unless the certificate of incorporation requires a greater vote.

      (d) Where subsection (c) of this section is not applicable, if a quorum exists, action on a matter, other than the election of directors, by the members entitled to vote thereon, or by the members of any particular class entitled to vote thereon as a class, is approved if the votes cast by such members voting, or by the members of such class voting, favoring the action exceed the votes cast by such members, or by the members of such a class, opposing the action, unless the certificate of incorporation requires a greater vote.

      (e) An amendment of a certificate of incorporation adding, changing or deleting a voting requirement is governed by section 33-1076. An amendment of a certificate of incorporation or bylaws adding, changing or deleting a quorum requirement is governed by section 33-1076.

      (f) The election of directors is governed by section 33-1077.

      (P.A. 96-256, S. 52, 209; P.A. 07-217, S. 148.)

      History: P.A. 96-256 effective January 1, 1997; P.A. 07-217 made a technical change in Subsec. (d), effective July 12, 2007.

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PART VII
DIRECTORS AND OFFICERS

(E)

INDEMNIFICATION

      Sec. 33-1116. Definitions. As used in sections 33-1116 to 33-1125, inclusive:

      (1) "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger.

      (2) "Director" or "officer" means an individual who is or was a director or officer, respectively, of a corporation or who, while a director or officer of the corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan or other entity. A director or officer is considered to be serving an employee benefit plan at the corporation's request if the individual's duties to the corporation also impose duties on, or otherwise involve services by, the individual to the plan or to participants in or beneficiaries of the plan. "Director" or "officer" includes, unless the context requires otherwise, the estate or personal representative of a director or officer.

      (3) "Expenses" include counsel fees.

      (4) "Liability" means the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding.

      (5) "Official capacity" means: (A) When used with respect to a director, the office of director in a corporation; and (B) when used with respect to an officer, as contemplated in section 33-1122, the office in a corporation held by the officer. "Official capacity" does not include service for any other domestic or foreign corporation or any partnership, joint venture, trust, employee benefit plan or other entity.

      (6) "Party" means an individual who was, is, or is threatened to be made, a defendant or respondent in a proceeding.

      (7) "Proceeding" means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative and whether formal or informal.

      (P.A. 96-256, S. 84, 209; P.A. 97-246, S. 54, 99; P.A. 06-68, S. 19; P.A. 07-217, S. 149.)

      History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 made definitions applicable to Sec. 33-1125, amended the definition of "corporation" to delete "or other transaction in which the predecessor's existence ceased upon consummation of the transaction", amended the definition of "director" to include an "officer" within definition and replace "enterprise" with "entity", added new Subdiv. (3) defining "disinterested director", renumbering the remaining Subdivs. accordingly, amended definition of "official capacity" to replace "enterprise" with "entity", amended definition of "party" to replace "includes" with "means" and replace "named defendant" with "defendant" and amended definition of "proceeding" to add "arbitrative", effective June 27, 1997; P.A. 06-68 made technical changes in Subdiv. (2), deleted former Subdiv. (3) re definition of "disinterested director", redesignated existing Subdivs. (4) to (8) as Subdivs. (3) to (7) and amended redesignated Subdiv. (5)(B) by replacing "individual other than a director" with "officer" and deleting "or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation"; P.A. 07-217 made technical changes in Subdiv. (6), effective July 12, 2007.

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