A. The articles of incorporation shall set forth:
(1) the name of the corporation;
(2) the period of duration, which may be perpetual;
(3) the purpose for which the corporation is organized;
(4) any provisions not inconsistent with law that the incorporators elect to set forth in the articles of incorporation for the regulation of the internal affairs of the corporation, including any 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 such address;
(6) the names and addresses of the persons who have consented to serve as the initial directors; and
(7) the name and address of each incorporator.
B. It is not necessary to set forth in the articles of incorporation any of the corporate powers enumerated in the Nonprofit Corporation Act.
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 shall be controlling. In all other cases, whenever a provision of the articles of incorporation is inconsistent with a bylaw, the provision of the articles of incorporation shall be controlling.
History: 1953 Comp., § 51-14-73, enacted by Laws 1975, ch. 217, § 31; 1978 Comp., § 53-8-31; Laws 1991, ch. 170, § 5; 1993, ch. 318, § 2; 2003, ch. 318, § 11.
ANNOTATIONSThe 2003 amendment, effective July 1, 2003, deleted "the number of directors constituting the initial board of directors and" at the beginning of Paragraph A(6); substituted "is not" for "shall not be" near the beginning of Subsection B.
The 1993 amendment, effective June 18, 1993, in Subsection A, deleted "or purposes" after "purpose" in Paragraph (3) and substituted "have consented to serve as the initial directors" for "are to serve as the initial directors and include a statement that an affidavit signed by each director stating that he consents to being a director is on file with the corporation" in Paragraph (6).
The 1991 amendment, effective January 1, 1992, in Subsection A, added "and include a statement that an affidavit signed by each director stating that he consents to being a director is on file with the corporation" at the end of Paragraph (6).
Am. Jur. 2d, A.L.R. and C.J.S. references. — 18A Am. Jur. 2d Corporations §§ 199 to 216.
18 C.J.S. Corporations § 25 et seq.