Before commencing any business except their own organization, they must adopt articles of incorporation, which must be signed and acknowledged by the incorporators. Said articles shall then be forwarded to the secretary of state. Upon the filing of such articles, the secretary of state shall issue a certificate of incorporation and record said articles in a book kept for that purpose.
Such articles shall contain:
1. Name of corporation and its principal place of business.
2. The objects for which it is formed.
3. The amount of authorized capital stock, the classes of stock and number of shares authorized, with the par value and conditions of each class of such shares, and the time when and conditions under which it is to be paid in.
4. The time of commencement and existence of the corporation.
5. The names and addresses of the incorporators and the officers or persons its affairs are to be conducted by, and the times when and manner in which such officers will be elected.
6. Whether private property is to be exempt from corporate debts.
7. The manner in which the articles may be amended.
8. Any provision eliminating or limiting the personal liability of a director to the corporation or its shareholders or members for monetary damages for breach of fiduciary duty as a director, provided that the provision does not eliminate or limit the liability of a director for any breach of the director's duty of loyalty to the corporation or its shareholders or members, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or for any transaction from which the director derives an improper personal benefit. A provision in the articles of incorporation shall not eliminate or limit the liability of a director for any act or omission occurring prior to the date when the provision becomes effective.
[C51, § 675; R60, § 1152; C73, § 1060; C97, § 1610; S13, § 1610; C24, 27, 31, 35, 39, § 8343; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, § 491.5]
87 Acts, ch 212, § 2; 88 Acts, ch 1170, §3; 94 Acts, ch 1055, §4
Referred to in § 491.10, 491.107
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