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Proposed amendment to Bylaws regarding director and officer...

Wake North Carolina Proposed amendment to Bylaws regarding director and officer indemnification with copy of amendment

Name: Wake North Carolina Proposed amendment to Bylaws regarding director and officer indemnification with copy of amendment
Brand: US Legal Forms
Rating: 4.61 (325 reviews)

Category:

Corporations - Public - Indemnification

State:

Multi-State

County:

Wake

Control #:

US-CC-17-113A

Format:

Instant download

Description

This sample form, a detailed Proposed Amendment to Bylaws Re: Director and Officer Indemnifiation w/Copy of Amendment, is a model for use in corporate matters. The language is easily adapted to fit your specific circumstances. Available in several standard formats.

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How to fill out Wake North Carolina Proposed Amendment To Bylaws Regarding Director And Officer Indemnification With Copy Of Amendment?

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FAQ

Once the shareholders grant the directors the right to unilaterally amend the bylaws under DGCL section 109(a), the directors can go ahead and exercise that right. Under this theory the shareholders have, at least implicitly, agreed to such unilateral changes by including the granting provision in the charter.

Indemnity Clause Defined Indemnity clauses, also known as indemnification clauses, require one party to reimburse the other for recoverable damages from third-party claims. The indemnifying party is demanding payment. The indemnified party is required to pay.

Indemnification in the context of nonprofit bylaws generally refers to how the nonprofit will protect its directors and other agents in the event they are sued for acting in their capacity as agents of the nonprofit.

By Christine Mathias, Attorney. Nonprofit bylaws are a legal document that sets the rules and procedures for running the organization. As the nonprofit grows or changes, the board of directors can amend the bylaws, such as increasing the number of directors or allowing for virtual meetings.

The parties certifying the certificate (usually the president and secretary of the corporation) The article being amended. A statement that the amendment has been approved by the board, and. By the required number of shareholders (if there are shareholders).

Depending on the state in which the business is incorporated, unanimous agreement from all the shareholders may be required to change the articles of incorporation. Most states have changed this older, common law rule, and now only require a majority of shareholders to agree to change the articles of incorporation.

Given this flexibility, most companies allow their bylaws to be amended solely by the board without shareholder approval, although bylaws occasionally require shareholder approval for their amendment. to quickly amend the bylaws can provide critical breathing room for the board right when it needs it.

Indemnification is where the company reimburses the director or officer for the attorneys' fees and costs, and potentially judgments, incurred in connection with claims arising out of the director's or officer's service to the company.

Why do I need an indemnity clause? Indemnity clauses are used to manage the risks associated with a contract, because they enable one party to be protected against the liability arising from the actions of another party.

Generally, all shareholders and board members may vote on bylaw amendments, but this can vary from company to company. Find out if you need a simple majority, two-thirds majority or some other minimum number of votes to adopt an amendment.

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Voting on Director Nominees in Uncontested Elections . (b) fill vacancies on the board of directors or in any committee which has the authority of the board;.(c) amend or repeal bylaws or adopt new bylaws;. 4.07 Voting for Directors; Validity of Board Action. C. Directors, Officers and Members of An Other Body. Also fill gaps in the underlying traditional coverage (for example, the company refuses to indemnify a director or one of the underlying insurers becomes. 52.104 Procedures for modifying and completing provisions and clauses. , Indemnification, Directors and Officers Liability Insurance and Limita-. Articles XI, Miscellaneous Provisions, 12 14. Article XII, Indemnification of Officers and Directors, 14 - 15.

Wake North Carolina Proposed amendment to Bylaws regarding director and officer indemnification with copy of amendment

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How to fill out Wake North Carolina Proposed Amendment To Bylaws Regarding Director And Officer Indemnification With Copy Of Amendment?

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FAQ

Can shareholders unilaterally amend bylaws?

What is the meaning of indemnity clause?

What is an indemnification clause in bylaws?

What does it mean to amend bylaws?

Who has the actual authority to amend the articles of incorporation of a corporation?

Can shareholders amend the articles of incorporation?

Do shareholders approve bylaws?

When a company indemnify its directors and officers?

Why is indemnity clause required?

How do shareholders amend bylaws?

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