Section: Nonprofit Corporation Act

1. The court in the county where a corporation’s known place of business or, if none in this state, its statutory agent is located may remove a director of the corporation from office in a proceeding commenced either by the corporation or by its members holding at least twenty-five per cent of the voting power of any class, if the court finds that both:
   1. The director engaged in fraudulent conduct or intentional criminal conduct with respect to the corporation.
   2. Removal is in the best interests of the corporation.
2. The court that removes a director may bar the director from serving on the board for a period prescribed by the court, but in no event may the period exceed five years.
3. If members commence a proceeding under subsection A, they shall make the corporation a party defendant, unless the corporation elects to become a party plaintiff.
4. The articles of incorporation or bylaws of a corporation organized for religious purposes may limit or prohibit the application of this section.

1. A designated director may be removed by an amendment to the articles of incorporation or bylaws deleting or changing the designation.
2. Except as otherwise provided in the articles of incorporation or bylaws, an appointed director may be removed with or without cause by the person appointing the director. The person removing the director shall give written notice of the removal to the director and either the board of directors, its presiding officer or the corporation. A removal is effective when the notice is delivered unless the notice specifies a later effective date or event.

1. If the time and place of a directors’ meeting is fixed by the bylaws or the board of directors, the meeting is a regular meeting. All other meetings are special meetings.
2. A board of directors may hold regular or special meetings in or out of this state.
3. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by or conduct the meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

1. The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to notice of a members’ meeting. If the bylaws do not fix or provide for fixing that record date, the board may fix a future date as that record date. If that record date is not fixed, members at the close of business on the business day before the day on which notice is given, or if notice is waived, at the close of business on the business day before the day on which the meeting is held, are entitled to notice of the meeting.
2. The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to vote at a members’ meeting. If the bylaws do not fix or provide for fixing that record date, the board may fix a future date as that record date. If that record date is not fixed, members on the date of the meeting who are otherwise eligible to vote are entitled to vote at the meeting.
3. The bylaws may fix or provide the manner for determining a date as the record date for the purpose of determining the members entitled to exercise any rights in respect of any other lawful action. If the bylaws do not fix or provide for fixing that record date, the board may fix in advance that record date. If that record date is not fixed, members at the close of business on the day on which the board adopts the resolution relating to that record date, or the sixtieth day before the date of other action, whichever is later, are entitled to exercise those rights.
4. The record date fixed under this section shall not be more than seventy days before the meeting or action requiring a determination of members.
5. A determination of members entitled to notice of or to vote at a membership meeting is effective for any adjournment of the meeting, unless the board fixed a new date for determining the right to notice or the right to vote. The board shall fix a new date for determining the right to notice or the right to vote if the meeting is adjourned to a date that is more than seventy days after the record date for determining members entitled to notice of the original meeting.
6. If a court orders a meeting adjourned to another date, the original record date for notice of voting continues in effect.

Unless chapters 24 through 40 of this title or the articles of incorporation provide for a higher or lower quorum the bylaws may provide the number or percentage of members entitled to vote, present or represented by proxy, or the number or percentage of votes entitled to be cast by members present or represented by proxy, that shall constitute a quorum at a meeting of members. In the absence of that provision, members, present or represented by proxy, holding one-tenth of the votes entitled to be cast, shall constitute a quorum.

1. Unless the articles of incorporation or bylaws require a different number, a quorum of a board of directors consists of either:
   1. A majority of the fixed number of directors if the corporation has a fixed board size.
   2. A majority of the number of directors prescribed, or if no number is prescribed, the number in office immediately before the meeting begins, if the corporation has a variable range size board.
2. The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of at least one-third of the fixed or prescribed number of directors determined under subsection A.
3. The articles of incorporation or bylaws may specify that, if a quorum is present when a meeting is convened, the quorum shall be deemed to exist until the meeting is adjourned, notwithstanding the departure of one or more directors.
4. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors.
5. A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless either:
   1. The director objects at the beginning of the meeting or promptly on the director’s arrival to holding it or transacting business at the meeting.
   2. The director’s dissent or abstention from the action taken is entered in the minutes of the meeting.
   3. The director delivers written notice of the director’s dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation before 5:00 p.m. on the next business day after the meeting.
6. The right of dissent or abstention is not available to a director who votes in favor of the action taken.
7. The articles of incorporation or bylaws may authorize a director to vote in person or by proxy. The following provisions apply to voting by proxy:
   1. A director may appoint a proxy to vote or otherwise act for the director by signing an appointment form, either personally or by the director’s attorney-in-fact. The appointment does not relieve the director of liability for acts or omissions imposed by law on directors.
   2. An appointment of a proxy is effective when received by the secretary. An appointment is valid for one month unless a different period is expressly provided in the appointment form.
   3. An appointment of a proxy is revocable by the director.
   4. The death or incapacity of the director appointing a proxy does not affect the right of the corporation to accept the proxy’s authority unless written notice of the death or incapacity is received by the secretary before the proxy exercises its authority under the appointment.
   5. Subject to any express limitation on the proxy’s authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy’s vote or other action as of the shareholder making the appointment.

The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a member of the corporation unless the articles of incorporation or bylaws so prescribe.

Subject to any limitations or requirements contained in its articles of incorporation or in any other applicable law, a corporation shall have the purpose of engaging in and may engage in any lawful activity including the practice of medicine as defined in section 32-1401 or the practice of dentistry as described in section 32-1202, or both, provided that the corporation engages in the practice of medicine or dentistry only through individuals licensed to practice in this state. This section does not alter any law or change any liability that might otherwise be applicable to the relationship between persons furnishing a professional service and persons receiving a professional service, including liability arising from that relationship.

1. A member may vote the member’s votes in person or by proxy.
2. Unless the articles of incorporation or bylaws prohibit or limit proxy voting, a member may appoint a proxy to vote or otherwise act for the member by signing an appointment form, either personally or by the member’s attorney-in-fact.
3. An appointment of a proxy is effective on receipt by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for eleven months unless a different period is expressly provided in the appointment form.
4. An appointment of a proxy is revocable by the member unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of any of the following:
   1. A pledgee.
   2. A person who purchased, agreed to purchase, holds an option to purchase or holds any other right to acquire the membership interest.
   3. A creditor of the corporation who extended or continued credit to the corporation under terms requiring the appointment.
   4. An employee of the corporation whose employment contract requires the appointment.
   5. A party to a voting agreement created pursuant to section 10-3731.
5. The death or incapacity of the member who appoints a proxy does not affect the right of the corporation to accept the proxy’s authority unless the secretary or other officer or agent authorized to tabulate votes receives written notice of the death or incapacity before the proxy exercises authority under the appointment.
6. Appointment of a proxy is revoked by the person who appoints the proxy by either:
   1. Attending any meeting and voting in person.
   2. Signing and delivering to the secretary or other officer or agent authorized to tabulate proxy votes either a writing stating that the appointment of the proxy is revoked or a subsequent appointment form.
7. An appointment made irrevocable under subsection D of this section is revoked if the interest with which it is coupled is extinguished.
8. A transferee for value of a membership interest subject to an irrevocable appointment may revoke the appointment if the transferee did not know of its existence at the time that the transferee acquired the membership interest and the existence of the irrevocable appointment was not noted conspicuously on the transfer documents.
9. Subject to section 10-3727 and to any express limitation on the proxy’s authority that appears on the face of the appointment form, a corporation may accept the proxy’s vote or other action as that of the member making the appointment.

Except as authorized by section 10-11302, a corporation shall not make any distributions.

The commission has the power and authority reasonably necessary to enable it to administer this title efficiently and to perform the duties imposed on it by this title, including the power and authority to make rules and regulations for those purposes.

A corporation may provide in its articles of incorporation or bylaws the process for election of directors by members or delegates by any of the following means:

1. On the basis of chapter or other organizational unit.
2. By region or other geographic unit.
3. By preferential voting.
4. By any other reasonable method.