Section 10.20.151. Articles of incorporation; relationship to bylaws; director liability.

   (a) The articles of incorporation must set out
        (1) the name of the corporation;
        (2) the period of its duration, which may be perpetual;
        (3) the purpose or purposes for which the corporation is organized;
        (4) provisions, not inconsistent with law, which the incorporators elect to set out in the articles of incorporation for the regulation of the internal affairs of the corporation, including provision for distribution of assets on dissolution or final liquidation;
        (5) the address of its initial registered office, and the name of its initial registered agent at the address;
        (6) the number of directors constituting the initial board of directors, and the names and addresses of the persons who are to serve as the initial directors;
        (7) the name and address of each incorporator.
   (b) It is not necessary to set out in the articles of incorporation any of the corporate powers enumerated in this chapter.
   (c) Unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment to the articles of incorporation, a change in the number of directors made by amendment to the bylaws is controlling.  In all other cases, if a provision of the articles of incorporation is inconsistent with a bylaw, the provision of the articles of incorporation shall be controlling.
   (d) 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 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; or
        (3) a transaction from which the director derives an improper personal benefit.
   (e) The provisions of (d) 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 (d) of this section.

Notes

History

(Sec. 1 ch 99 SLA 1968; am Sec. 4 ch 148 SLA 1988)