HB 2060 -- Corporations

Sponsor:  May (108)

This bill modifies statutes relating to corporations by allowing
the articles of incorporation to set forth a provision limiting
the personal liability of a director to the corporation or its
shareholders.  The provision may not limit the director's
liability for a breach of the director's duty of loyalty to the
corporation, for acts of intentional misconduct, for knowingly
paying a dividend in violation of law, or for any transaction
from which the director derived an improper personal benefit.
The articles of incorporation may include provisions concerning
the indemnification of a director, officer, or employee of the
corporation when that person has been successful on the merits
in defending an action related to the fact that the person was a
director, officer, employee of the corporation.  The bill also
prohibits a person from being admitted to vote on any shares
belonging to the corporation which issued the shares.  In
addition, a corporation is authorized to pay cash equal to the
value of a fractional share.