Title 46, Chapter 3, Section 321
( 46-3-321)
(a) The articles of incorporation shall be signed by the
incorporator or incorporators or his or their attorney and shall set
forth: (1) The name of the electric membership corporation; (2) That the electric membership corporation is organized pursuant
to this article; (3) The period of duration, which shall be perpetual unless
otherwise limited; (4) The purpose or purposes for which the electric membership
corporation is organized; (5) The address of its initial registered office and the name of
its initial registered agent at such address; (6) The number of directors constituting the initial board of
directors and the name and address of each person who is to serve
as a member thereof; and (7) The name and address of each incorporator. (b) The articles of incorporation may, as a matter of election, also
set forth: (1) Any provision, not inconsistent with law, for the regulation
of the internal affairs of the electric membership corporation; (2) Any provision which under this chapter is required or
permitted to be set forth in the bylaws; any such provision set
forth in the articles of incorporation need not be set forth in
the bylaws; and (3)(A) A provision eliminating or limiting the personal
liability of a director to the electric membership corporation
or its members for monetary damages for breach of duty of care
or other duty as a director, provided that such provision shall
not eliminate or limit the liability of a director: (i) For any appropriation, in violation of his duties, of any
business opportunity of the electric membership corporation; (ii) For acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; or (iii) For any transaction from which the director derived an
improper personal benefit. (B) No such provision shall eliminate or limit the liability of
a director for any act or omission occurring prior to the date
when such provision becomes effective. |