47-1A-202.1. Articles of incorporation--Optional provisions.
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/sd/title-47/chapter-47-1/47-1a-202-1·A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
The articles of incorporation may set forth:
(1)The names and addresses of the individuals who are to serve as the initial directors;
(2)Provisions not inconsistent with law regarding:
(a)The purpose or purposes for which the corporation is organized;
(b)Managing the business and regulating the affairs of the corporation;
(c)Defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders;
(d)A par value for authorized shares or classes of shares; and
(e)The imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions;
(3)Any provision that under this chapter is required or permitted to be set forth in the bylaws;
(4)A provision eliminating or limiting the liability of a director to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director, except liability for the amount of a financial benefit received by a director to which the director is not entitled; an intentional infliction of harm on the corporation or the shareholders; a violation of § 47-1A-833 ; or an intentional violation of criminal law;
(5)A provision permitting or making obligatory indemnification of a director for liability, as defined in subdivision 47-1A-850(5), to any person for any action taken, or any failure to take any action, as a director, except liability for receipt of a financial benefit to which the director is not entitled; an intentional infliction of harm on the corporation or its shareholders; a violation of § 47-1A-833.1 ; or an intentional violation of criminal law; and
(6)Any provision limiting or denying preemptive rights to acquire additional or treasury shares of the corporation.