Model Business Corporation Act: Official Text with Official Comment and Statutory Cross-references, Revised Through June 2005

Front Cover
American Bar Association, 2005 - Law - 700 pages
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This edition contains all amendments to the Act through June 2005 and also includes description of pending amendments to the Act that have been approved on second reading by the Committee on Corporate Laws. This volume also includes a detailed index and cross-reference tables.
  

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Contents

SHORT TITLE AND RESERVATION OF POWER
1-3
FILING DOCUMENTS
1-5
121 FORMS
1-13
122 FILING SERVICE AND COPYING FEES
1-14
123 EFFECTIVE TIME AND DATE OF DOCUMENT
1-18
124 CORRECTING FILED DOCUMENT
1-19
125 FILING DUTY OF SECRETARY OF STATE
1-21
126 APPEAL FROM SECRETARY OF STATES REFUSAL TO FILE DOCUMENT
1-25
DIRECTORS CONFLICTING INTEREST TRANSACTIONS
8-134
860 SUBCHAPTER DEFINITIONS
8-140
861 JUDICIAL ACTION
8-152
862 DIRECTORS ACTION
8-156
863 SHAREHOLDERS ACTION
8-162
BUSINESS OPPORTUNITIES
8-168
PRELIMINARYPROVISIONS
9-5
902 REQUIRED APPROVALS Optional
9-6

127 EVIDENTIARY EFFECT OF COPY OF FILED DOCUMENT
1-27
129 PENALTY FOR SIGNING FALSE DOCUMENT
1-29
SECRETARY OF STATE
1-31
DEFINITIONS
1-32
141 NOTICE
1-47
142 NUMBER OF SHAREHOLDERS
1-50
143 QUALIFIED DIRECTOR
1-51
201 INCORPORATORS
2-2
202 ARTICLES OF INCORPORATION
2-3
203 INCORPORATION
2-15
204 LIABILITY FOR PREINCORPORATION TRANSACTIONS
2-17
205 ORGANIZATION OF CORPORATION
2-21
206 BYLAWS
2-23
207 EMERGENCY BYLAWS
2-25
301 PURPOSES
3-2
302 GENERAL POWERS
3-4
303 EMERGENCY POWERS
3-9
304 ULTRA VIRES
3-10
401 CORPORATE NAME
4-2
402 RESERVED NAME
4-7
403 REGISTERED NAME
4-9
501 REGISTERED OFFICE AND REGISTERED AGENT
5-2
502 CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT
5-4
503 RESIGNATION OF REGISTERED AGENT
5-6
504 SERVICE ON CORPORATION
5-7
SHARES
6-3
602 TERMS OF CLASS OR SERIES DETERMINED BY BOARD OF DIRECTORS
6-13
603 ISSUED AND OUTSTANDING SHARES
6-15
604 FRACTIONAL SHARES
6-18
ISSUANCE OF SHARES
6-21
621 ISSUANCE OF SHARES
6-23
622 LIABILITY OF SHAREHOLDERS
6-33
623 SHARE DIVIDENDS
6-35
624 SHARE OPTIONS
6-37
625 FORM AND CONTENT OF CERTIFICATES
6-39
626 SHARES WITHOUT CERTIFICATES
6-41
627 RESTRICTION ON TRANSFER OF SHARES AND OTHER SECURITIES
6-43
628 EXPENSE OF ISSUE
6-47
SUBSEQUENT ACQUISITION OF SHARES BY SHAREHOLDERS AND CORPORATION
6-49
631 CORPORATIONS ACQUISITION OF ITS OWN SHARES
6-53
DISTRIBUTIONS
6-55
SHAREHOLDERS
7-1
MEETINGS
7-3
702 SPECIAL MEETING
7-5
703 COURTORDERED MEETING
7-9
704 ACTION WITHOUT MEETING
7-12
705 NOTICE OF MEETING
7-15
706 WAIVER OF NOTICE
7-19
707 RECORD DATE
7-21
708 CONDUCT OF THE MEETING
7-23
VOTING
7-27
721 VOTING ENTITLEMENT OF SHARES
7-31
722 PROXIES
7-34
723 SHARES HELD BY NOMINEES
7-39
724 CORPORATIONS ACCEPTANCE OF VOTES
7-41
725 QUORUM AND VOTING REQUIREMENTS FOR VOTING GROUPS
7-48
726 ACTION BY SINGLE AND MULTIPLE VOTING GROUPS
7-54
727 GREATER QUORUM OR VOTING REQUIREMENTS
7-58
728 VOTING FOR DIRECTORS CUMULATIVE VOTING
7-60
729 INSPECTORS OF ELECTION
7-63
VOTING TRUSTS AND AGREEMENTS
7-66
731 VOTING AGREEMENTS
7-68
732 SHAREHOLDER AGREEMENTS
7-69
DERIVATIVE PROCEEDINGS
7-82
740 SUBCHAPTER DEFINITIONS
7-83
741 STANDING
7-84
742 DEMAND
7-86
743 STAY OF PROCEEDINGS
7-89
745 DISCONTINUANCE OR SETTLEMENT
7-96
746 PAYMENT OF EXPENSES
7-97
747 APPLICABILITY TO FOREIGN CORPORATIONS
7-98
BOARD OF DIRECTORS
8-4
802 QUALIFICATIONS OF DIRECTORS
8-8
803 NUMBER AND ELECTION OF DIRECTORS
8-9
804 ELECTION OF DIRECTORS BY CERTAIN CLASSES OF SHAREHOLDERS
8-11
805 TERMS OF DIRECTORS GENERALLY
8-13
806 STAGGERED TERMS FOR DIRECTORS
8-14
807 RESIGNATION OF DIRECTORS
8-15
808 REMOVAL OF DIRECTORS BY SHAREHOLDERS
8-16
809 REMOVAL OF DIRECTORS BY JUDICIAL PROCEEDING
8-19
810 VACANCY ON BOARD
8-21
811 COMPENSATION OF DIRECTORS
8-23
MEETINGS AND ACTION OF THE BOARD
8-25
821 ACTION WITHOUT MEETING
8-26
822 NOTICE OF MEETING
8-27
823 WAIVER OF NOTICE
8-28
824 QUORUM AND VOTING
8-30
825 COMMITTEES
8-32
DIRECTORS
8-39
831 STANDARDS OF LIABILITY FOR DIRECTORS
8-56
832 RESERVED
8-77
Subchapter D OFFICERS
8-80
841 FUNCTIONS OF OFFICERS
8-81
842 STANDARDS OF CONDUCT FOR OFFICERS
8-83
843 RESIGNATION AND REMOVAL OF OFFICERS
8-88
844 CONTRACT RIGHTS OF OFFICERS
8-89
INDEMNIFICATION AND ADVANCE FOR EXPENSES
8-91
850 SUBCHAPTER DEFINITIONS
8-94
851 PERMISSIBLE INDEMNIFICATION
8-99
852 MANDATORY INDEMNIFICATION
8-107
853 ADVANCE FOR EXPENSES
8-109
854 COURTORDERED INDEMNIFICATION AND ADVANCE FOR EXPENSES
8-114
855 DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION
8-119
856 INDEMNIFICATION OF OFFICERS
8-122
857 INSURANCE
8-128
858 VARIATION BY CORPORATE ACTION APPLICATION OF SUBCHAPTER
8-129
859 EXCLUSIVITY OF SUBCHAPTER
8-133
DOMESTICATION
9-8
921 ACTION ON A PLAN OF DOMESTICATION
9-13
922 ARTICLES OF DOMESTICATION
9-17
923 SURRENDER OF CHARTER UPON DOMESTICATION
9-19
924 EFFECT OF DOMESTICATION
9-21
925 ABANDONMENT OF A DOMESTICATION
9-24
930 NONPROFIT CONVERSION
9-26
931 ACTION ON A PLAN OF NONPROFIT CONVERSION
9-31
932 ARTICLES OF NONPROFIT CONVERSION
9-34
933 SURRENDER OF CHARTER UPON FOREIGN NONPROFIT CONVERSION
9-36
934 EFFECT OF NONPROFIT CONVERSION
9-38
935 ABANDONMENT OF A NONPROFIT CONVERSION
9-41
FOREIGN NONPROFIT DOMESTICATION AND CONVERSION
9-43
941 ARTICLES OF DOMESTICATION AND CONVERSION
9-44
DOMESTICATION AND CONVERSION
9-46
943 ABANDONMENT OF A FOREIGN NONPROFIT DOMESTICATION AND CONVERSION
9-49
ENTITY CONVERSION
9-50
951 PLAN OF ENTITY CONVERSION
9-54
952 ACTION ON A PLAN OF ENTITY CONVERSION
9-57
953 ARTICLES OF ENTITY CONVERSION
9-61
954 SURRENDER OF CHARTER UPON CONVERSION
9-64
955 EFFECT OF ENTITY CONVERSION
9-66
956 ABANDONMENT OF AN ENTITY CONVERSION
9-70
AMENDMENT OF ARTICLES OF INCORPORATION
10-2
1002 AMENDMENT BEFORE ISSUANCE OF SHARES
10-5
1004 VOTING ON AMENDMENTS BY VOTING GROUPS
10-9
1005 AMENDMENT BY BOARD OF DIRECTORS
10-14
1006 ARTICLES OF AMENDMENT
10-16
1007 RESTATED ARTICLES OF INCORPORATION
10-17
1008 AMENDMENT PURSUANT TO REORGANIZATION
10-19
1009 EFFECT OF AMENDMENT
10-20
AMENDMENT OF BYLAWS
10-22
1021 BYLAW INCREASING QUORUM OR VOTING REQUIREMENT FOR DIRECTORS
10-23
1101 DEFINITIONS
11-2
1102 MERGER
11-3
1103 SHARE EXCHANGE
11-10
1104 ACTION ON A PLAN OF MERGER OR SHARE EXCHANGE
11-15
SUBSIDIARY OR BETWEEN SUBSIDIARIES
11-22
1106 ARTICLES OF MERGER OR SHARE EXCHANGE
11-24
1107 EFFECT OF MERGER OR SHARE EXCHANGE
11-26
1108 ABANDONMENT OF A MERGER OR SHARE EXCHANGE
11-31
1201 DISPOSITION OF ASSETS NOT REQUIRING SHAREHOLDER APPROVAL
12-2
1202 SHAREHOLDER APPROVAL OF CERTAIN DISPOSITIONS
12-3
RIGHT TO APPRAISAL AND PAYMENT FOR SHARES
13-3
1302 RIGHT TO APPRAISAL
13-11
1303 ASSERTION OF RIGHTS BY NOMINEES AND BENEFICIAL OWNERS
13-25
PROCEDURE FOR EXERCISE OF APPRAISAL RIGHTS
13-28
1321 NOTICE OF INTENT TO DEMAND PAYMENT
13-29
1322 APPRAISAL NOTICE AND FORM
13-30
1323 PERFECTION OF RIGHTS RIGHT TO WITHDRAW
13-33
1324 PAYMENT
13-36
1325 AFTERACQUIRED SHARES
13-37
DISSATISFIED WITH PAYMENT OR OFFER
13-40
JUDICIAL APPRAISAL OF SHARES
13-42
1331 COURT COSTS AND COUNSEL FEES
13-44
VOLUNTARY DISSOLUTION
14-3
1402 DISSOLUTION BY BOARD OF DIRECTORS AND SHAREHOLDERS
14-4
1403 ARTICLES OF DISSOLUTION
14-7
1404 REVOCATION OF DISSOLUTION
14-9
1405 EFFECT OF DISSOLUTION
14-11
1406 KNOWN CLAIMS AGAINST DISSOLVED CORPORATION
14-14
1407 OTHER CLAIMS AGAINST DISSOLVED CORPORATION
14-17
1408 COURT PROCEEDINGS
14-20
1409 DIRECTOR DUTIES
14-23
ADMINISTRATIVE DISSOLUTION
14-25
1421 PROCEDURE FOR AND EFFECT OF ADMINISTRATIVE DISSOLUTION
14-26
1422 REINSTATEMENT FOLLOWING ADMINISTRATIVE DISSOLUTION
14-28
1423 APPEAL FROM DENIAL OF REINSTATEMENT
14-29
JUDICIAL DISSOLUTION
14-31
1431 PROCEDURE FOR JUDICIAL DISSOLUTION
14-34
1432 RECEIVERSHIP OR CUSTODIANSHIP
14-36
1433 DECREE OF DISSOLUTION
14-37
1434 ELECTION TO PURCHASE IN LIEU OF DISSOLUTION
14-38
CERTIFICATE OF AUTHORITY
15-3
1502 CONSEQUENCES OF TRANSACTING BUSINESS WITHOUT AUTHORITY
15-8
1503 APPLICATION FOR CERTIFICATE OF AUTHORITY
15-11
1504 AMENDED CERTIFICATE OF AUTHORITY
15-13
1505 EFFECT OF CERTIFICATE OF AUTHORITY
15-15
1506 CORPORATE NAME OF FOREIGN CORPORATION
15-16
1507 REGISTERED OFFICE AND REGISTERED AGENT OF FOREIGN CORPORATION
15-19
1508 CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT OF FOREIGN CORPORATION
15-21
1509 RESIGNATION OF REGISTERED AGENT OF FOREIGN CORPORATION
15-22
1510 SERVICE ON FOREIGN CORPORATION
15-23
WITHDRAWAL OR TRANSFER OF AUTHORITY
15-26
1521 AUTOMATIC WITHDRAWAL UPON CERTAIN CONVERSIONS
15-28
1522 WITHDRAWAL UPON CONVERSION TO A NONFILING ENTITY
15-29
1523 TRANSFER OF AUTHORITY
15-30
REVOCATION OF CERTIFICATE OF AUTHORITY
15-33
1531 PROCEDURE FOR AND EFFECT OF REVOCATION
15-34
1532 APPEAL FROM REVOCATION
15-36
RECORDS
16-2
1602 INSPECTION OF RECORDS BY SHAREHOLDERS
16-6
1603 SCOPE OF INSPECTION RIGHT
16-10
1604 COURTQRDERED INSPECTION
16-12
1605 INSPECTION OF RECORDS BY DIRECTORS
16-15
1606 EXCEPTION TO NOTICE REQUIREMENT
16-18
Subchapter B REPORTS
16-21
1621 ANNUAL REPORT FOR SECRETARY OF STATE
16-24
1701 APPLICATION TO EXISTING DOMESTIC CORPORATIONS
17-5
1702 APPLICATION TO QUALIFIED FOREIGN CORPORATIONS
17-6
1703 SAVING PROVISIONS
17-7
1704 SEVERABILITY
17-8
1706 EFFECTIVE DATE
17-9
1969 MODEL ACT TO 1984 MODEL ACT
CU-1
1984 MODEL ACT TO 1969 MODEL ACT
CU-6
INDEX
CU-19
Copyright

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