Title 15
COMMERCE
Section 15.101. Application.
This chapter applies to a private corporation, profit or nonprofit, stock or non-stock, existing on or formed after the Code takes effect, and to its outstanding
and future securities.
Section 15.102. Corporate charter.
The Governor grants a charter of
incorporation for the establishment and functioning of a business organization,
an association of persons for a lawful purpose other than pecuniary profit, a
cooperative or a credit union. The Governor may refuse to grant a charter
upon a determination that the applicant's proposed activities pose serious harm
to public health, safety or welfare.
Section 15.103. Charter application.
A charter applicant submits to the Governor
proposed corporation by-laws and articles of incorporation proposing the
corporation's name, principal office or place of business, proposed duration,
purposes, powers, and capitalization; the names of incorporators, the number of
directors, which is not fewer than three, and corporate officers; the names of
directors and officers to serve until the first election; and provisions for
management and voting by members, shareholding, disposition of financial
surplus, liquidation and amendment of articles.
Section 15.104. Audit; inspection.
(1)
The Governor may appoint a person to audit and report on the accounts of a
corporation chartered pursuant to this chapter. The auditing person may
examine and audit the books and accounts of the corporation at any time.
(2) A member of a nonprofit corporation has the right to inspect and examine the corporation's books and accounts at the usual location of the books and accounts on weekdays during normal business hours in a manner not interfering with the usual conduct of business or corporate affairs.
Section 15.105. Use of "cooperative" and "credit union".
A person may use the
terms "cooperative" or "credit union" in a business name or otherwise
represent himself to the public to be a nonprofit cooperative association, a
credit union or cooperative savings and loan association, only if he has a
charter pursuant to this chapter.
Section 15.106. Registrar of corporations.
The Attorney General is the registrar of
corporations who has the power and duty to:
(1) issue, receive, and hold as custodian a certificate, paper, statement, or other record or document required by this chapter, or regulations to be distributed by, or filed with, the Government;
(2) when in the public interest convene a special meeting of a corporation's members, board of directors, or officers by giving notice at least than ten days before the meeting, stating the purpose and subject of the meeting; and
(3) order the production of a corporation's books of account, papers and documents.