Section 10.15.350. Contents of articles of incorporation; director liability.

   (a) The articles of incorporation must set forth
        (1) the name of the cooperative and that it is a cooperative;
        (2) the period of duration, which may be perpetual;
        (3) the purposes for which the cooperative is organized;
        (4) whether the cooperative is organized with or without membership stock, the amount of the membership fee, and the limitations, if any, on transfer of a membership;
        (5) the number and par value, if any, of shares of each authorized class of stock, and if more than one class is authorized, the designation, preferences, limitations and relative rights of each class;
        (6) which classes of stock, if any, are membership stock, and the limitations upon transfer, if any, applicable to the classes of membership stock;
        (7) any limitation of the right to acquire or recall stock;
        (8) the basis of distribution of assets in the event of dissolution or liquidation;
        (9) the address of its initial registered office and the name of its initial registered agent at that address;
        (10) the number of directors, not less than three, constituting the initial board of directors and the names and addresses of the persons who are to serve as directors until the first annual meeting of the members or until their successors are elected and take office;
        (11) the name and address of each incorporator.
   (b) In addition to the matters required to be set out in the articles of incorporation by (a) of this section, the articles of incorporation may also contain a provision eliminating or limiting the personal liability of a director to the corporation or its members for monetary damages for the breach of fiduciary duty as a director. The articles of incorporation may not eliminate or limit the liability of a director for
        (1) a breach of a director's duty of loyalty to the corporation;
        (2) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
        (3) wilful or negligent conduct involved in the payment of dividends or the redemption of stock from other than lawfully available funds; or
        (4) a transaction from which the director derives an improper personal benefit.
   (c) The provisions of (b) of this section do not eliminate or limit the liability of a director for an act or omission that occurs before the effective date of the articles of incorporation or of an amendment to the articles of incorporation authorized by (b) of this section.

Notes

History

(Sec. 39(1) ch 107 SLA 1959; am Sec. 3 ch 148 SLA 1988)