47-23 NONPROFIT CORPORATIONS--MEMBERS, DIRECTORS, OFFICERS AND AGENTS
NONPROFIT CORPORATIONS--MEMBERS, DIRECTORS, OFFICERS AND AGENTS
Classes of members--Corporations without members--Articles of incorporation as
governing--Certificates of membership.
Exoneration from personal liability.
Liability of director, trustee, committee member, or officer serving without
Members' meetings--Time and place.
Annual members' meeting--Time and place--Failure to hold meeting.
Special meetings of members--Calling special meeting--Requisite percentage of
members to call special meeting.
Taking action without meeting--Written consent--Effect of written consent.
Notice to members of meeting--Manner of giving notice.
Articles or bylaws as limiting right to vote--Vote in absence of limitation provision.
Voting procedure--Proxy votes_Ballots.
Cumulative voting for directors.
Corporations without members entitled to vote--Powers of directors.
Bylaw provisions governing vote or quorum--Quorum in absence of bylaw provision--Majority vote required.
Board of directors--Qualifications of directors.
Number of directors--Bylaws as governing--Increasing or decreasing number of
directors--Decrease as not affecting term.
First board of directors--Term of office.
Election or appointment of directors--Term of office.
Classes of directors--Term of office.
Removal of directors.
Vacancy on board of directors--Filling by majority vote of remaining directors--Term
Quorum of directors--Provisions of articles or bylaws as governing.
Meetings by teleconference.
Committees--Authority and function--Responsibility of board of directors.
Articles or bylaws as governing vote of directors.
Corporate officers--Appointment and term of office--Ex officio members of board
Removal of officers--Contract rights unaffected.
Notice to members or directors--Written waiver.
Indemnification of corporate agents for liability from good faith acts on behalf of
Definition of terms.
Immunity of volunteers of nonprofit organizations, free clinics, certain hospitals, and
Person not immune where negligent operation of vehicle caused injury.
Effect on other statutes concerning immunity.
Waiver of immunity to extent of risk sharing pool or liability insurance coverage--Volunteer serving as director, officer, or trustee exempt.