TheRevisedModelBusiness.PDFVIP

A P P E N D I X E The Revised Model Business Corporation Act (Excerpts) Chapter 2. (iv) a par value for authorized shares or classes of shares; INCORPORATION (v) the imposition of personal liability on shareholders for the debts of the corporation to a specified extent and § 2.01 Incorporators upon specified conditions; One or more persons may act as the incorporator or incorpora- (3) any provision that under this Act is required or permit- tors of a corporation by delivering articles of incorporation to ted to be set forth in the bylaws; and the secretary of state for filing. (4) a provision eliminating or limiting the liability of a director to the corporation or its shareholders for money § 2.02 Articles of Incorporation damages for any action taken, or any failure to take any (a) The articles of incorporation must set forth: action, as a director, except liability for (A) the amount of a (1) a corporate name * * * ; financial benefit received by a director to which he is not entitled; (B) an intentional infliction of harm on the corpo- (2) the number of shares the corporation is authorized to ration or the shareholders; (C) [unlawful distributi