AI-assisted research summary: A close corporation’s articles of incorporation may include several optional provisions, including limits on manager or investor authority, transfer restrictions, meeting rules, arbitration, and other governance terms.
10-1804 - Optional provisions of articles of incorporation 10-1804 . Optional provisions of articles of incorporation The articles of incorporation of a close corporation may set forth any of the following: 1. The period of duration, if less than perpetual. 2. Any restrictions on the authority of the manager or managers of the close corporation. 3. Any reservations of authority to the investors. 4. Any restriction on the power of any investor to sell, to transfer or to create a security interest in his capital units. No restriction on the power to sell, transfer or create a security interest shall be binding except as to persons who have actual knowledge thereof unless such restriction is set forth in the articles of incorporation. 5. Any restriction on the subsequent issuance of additional capital units. 6. If any preemptive right is to be granted to investors, the provisions therefor. 7. Whether the corporation will have the power to acquire its capital units and if so any restrictions or limitations thereon. If no power to acquire its capital units is set forth in the articles of incorporation, the corporation may not acquire any of its outstanding capital units. 8. Any provisions which provide for arbitration or other non-judicial procedure seeking resolution of any dispute as provided in section 10-1806. 9. Any provision for replacement or succession of a manager inconsistent with section 10-1805, subsection D. 10. Any provision which either relieves the manager entirely of the obligation to make accountings to investors or which modifies the period or form of such accounting in a manner inconsistent with section 10-1805, subsection E. 11. Any provision for annual or other periodic meetings of investors. If no such provision is set forth in the articles of incorporation, there shall be no requirement for meetings for investors. 12. Any requirement for bond or other security to be given to the corporation by a manager to secure the faithful performance of his duties. 13. Any restrictions upon competition by investors directly or indirectly with the business of the corporation. 14. Any provision for delegation of his authority by a manager. 15. Any provision for a dissolution option pursuant to section 10-1807. 16. Any provision for varying relationships among investors as to relative rights in capital units. 17. Any other provisions which are consistent with law and which the incorporators elect to set forth.