Part I. Nonprofit Corporations, Generally

Section

415B-1 Short title

415B-2 Definitions

415B-3 Applicability

415B-4 Purposes

415B-5 General powers

415B-6 Indemnification of officers, directors, employees,

and agents

415B-7 Corporate name

415B-8 Reserved name

415B-8.5 Registered office and registered agent

415B-8.6 Change of registered office or registered agent

415B-8.7 Resignation of registered agent

415B-8.8 Administrative order of abatement for infringement of

corporate name

415B-9 Service of process on corporation

415B-10 Filing of document and effective date

415B-10.5 Filing requirements; filing duty of director

415B-10.6 Correcting a filed document

415B-11 Annual report of domestic and foreign corporations

415B-12 Filing of annual report of domestic and foreign

corporations

415B-13 Defense of ultra vires

415B-14 Greater voting requirements

415B-15 Waiver of notice

415B-16 Action by members or the board of directors without a

meeting

415B-17 Unauthorized assumption of corporate powers

415B-18 Certificates and certified copies to be received in

evidence

415B-19 Forms to be furnished by director

Part II. Organization and Members

415B-31 Members

415B-32 Meetings of members

415B-33 Notice of members' meetings

415B-34 Articles of incorporation

415B-35 Effect of filing of articles of incorporation

415B-36 Right to amend articles of incorporation

415B-37 Procedure to amend articles of incorporation

415B-38 Articles of amendment

415B-39 Effectiveness of amendment

415B-40 Restated articles of incorporation

415B-40.5 Amended and restated articles of incorporation

415B-41 Bylaws

415B-42 Organizational meetings

415B-43 Voting

415B-44 Quorum

415B-45 Books and records

415B-46 Shares of stock and dividends prohibited;

compensation; distribution

Part III. Officers and Directors

415B-61 Board of directors

415B-62 Number and election of directors

415B-63 Quorum of directors

415B-64 Place and notice of directors' meetings

415B-65 Vacancies

415B-66 Committees

415B-67 Equal division of directors; appointment of

provisional director; qualifications, rights, powers,

and compensation

415B-68 Officers

415B-69 Removal of officers

415B-70 Loans to directors and officers prohibited

Part IV. Mergers, Consolidations, and Conversions

415B-81 Procedure for merger

415B-82 Procedure for consolidation

415B-83 Approval of merger or consolidation

415B-84 Articles of merger or consolidation

415B-85 Effect of merger or consolidation

415B-86 Merger or consolidation of domestic and foreign

corporations

415B-87 Conversion into and from corporations

415B-88 Articles of conversion

415B-89 Effective date of the conversion

415B-90 Effect of conversion

Part V. Dissolution, Liquidation, and Sale of Assets

415B-91 Voluntary dissolution

415B-92 Plan of distribution

415B-93 Distribution of assets

415B-94 Articles of dissolution

415B-95 Filing of articles of dissolution

415B-96 Revocation of voluntary dissolution proceedings

415B-96.5 Filing of statement of revocation of voluntary

dissolution proceedings

415B-97 Involuntary dissolution

415B-98 Involuntary dissolution, ordered by director;

reinstatement

415B-99 Jurisdiction of court to liquidate assets and affairs

of corporation

415B-100 Procedure in liquidation of corporation by court

415B-101 Qualification of receivers

415B-102 Filing of claims in liquidation proceedings

415B-103 Discontinuance of liquidation proceedings

415B-104 Decree of involuntary dissolution

415B-105 Filing of decree of dissolution

415B-106 Deposits with director of finance

415B-107 Survival of tort claims after dissolution

415B-108 Sale, lease, exchange, or mortgage of assets

Part VI. Foreign Corporations

415B-121 Admission of foreign corporation

415B-122 Corporate name of foreign corporation

415B-123 Change of name by foreign corporation

415B-124 Application for certificate of authority

415B-125 Filing of application for certificate of authority

415B-126 Effect of certificate of authority

415B-127 Conducting affairs without certificate of authority

415B-128 Powers of foreign corporation

415B-129 Registered office and registered agent of foreign

corporation

415B-130 Change of registered office or registered agent of

foreign corporation

415B-131 Amendment to articles of incorporation of foreign

corporation

415B-132 Repealed

415B-133 Merger of foreign corporation authorized to conduct

affairs in this State

415B-134 Withdrawal of foreign corporation

415B-135 Certificate of withdrawal

415B-136 Revocation of certificate of authority

415B-137 Issuance of certificate of revocation

Part VII. Enforcement, Fees, and Penalties

415B-151 Powers of director

415B-152 Appeal from director

415B-153 Interrogatories by director

415B-154 Information disclosed by interrogatories

415B-155 Fees for filing documents and issuing certificates

415B-156 Miscellaneous charges

415B-157 Penalties imposed upon corporation

415B-158 Penalties imposed upon directors and officers

415B-158.5 Exception to liability

415B-159 Effect of chapter on existing corporations