§ 33-1026 — Certificate of incorporation.

(a) The certificate of incorporation shall set forth: (1) A corporate name for the corporation that satisfies the requirements of section 33-1045; (2) a statement that the corporation is nonprofit and that the corporation shall not have or issue shares of stock or make distributions; (3) whether the corporation is to have members and, if it is to have members, the provisions which under section 33-1055 are required to be set forth in the certificate of incorporation; (4) the street address of the corporation's initial registered office and the name of its initial registered agent at that office; (5) the name and address of each incorporator; (6) the nature of the activities to be conducted or the purposes to be promoted or carried out, except that it shall be sufficient to state, either alone or with other activities or purposes, that the purpose of the corporation is to engage in any lawful act or activity for which corporations may be formed under sections 33-1000 to 33-1290, inclusive, and by such statement all lawful acts and activities shall be within the purposes of the corporation, except for express limitations, if any; (7) the valid electronic mail address of the corporation; and (8) the foreign corporation's North American Industry Classification System Code. (b) The certificate of incorporation may set forth: (1) The names and addresses of the individuals who are to serve as the initial directors; (2) provisions not inconsistent with law regarding: (A) Managing and regulating the affairs of the corporation; or (B) defining, limiting and regulating the powers of the corporation, its board of directors and members or any class of members; (3) any provision that under sections 33-1000 to 33-1290 , inclusive, is required or permitted to be set forth in the bylaws; (4) a provision limiting the personal liability of a director to the corporation or its members for monetary damages for breach of duty as a director to an amount that is not less than the compensation received by the director for serving the corporation during the year of the violation if such breach did not (A) involve a knowing and culpable violation of law by the director, (B) enable the director or an associate, as defined in section 33-840 , to receive an improper personal economic gain, (C) show a lack of good faith and a conscious disregard for the duty of the director to the corporation under circumstances in which the director was aware that his conduct or omission created an unjustifiable risk of serious injury to the corporation, or (D) constitute a sustained and unexcused pattern of inattention that amounted to an abdication of the director's duty to the corporation, provided no such provision shall limit or preclude the liability of a director for any act or omission occurring prior to the effective date of such provision; and (5) a provision permitting or making obligatory indemnification of a director for liability, as defined in section 33-1116 , to any person for any action taken, or any failure to take any action, as a director, except liability that (A) involved a knowing and culpable violation of law by the director, (B) enabled the director or an associate, as defined in section 33-840 , to receive an improper personal gain, (C) showed a lack of good faith and a conscious disregard for the duty of the director to the corporation under circumstances in which the director was aware that his conduct or omission created an unjustifiable risk of serious injury to the corporation, or (D) constituted a sustained and unexcused pattern of inattention that amounted to an abdication of the director's duty to the corporation, provided no such provision shall affect the indemnification of or advance of expenses to a director for any liability stemming from acts or omissions occurring prior to the effective date of such provision. (c) The certificate of incorporation need not set forth any of the corporate powers enumerated in sections 33-1000 to 33-1290 , inclusive.

Legislative History

(P.A. 96-256, S. 20, 209; P.A. 97-246, S. 45, 99; P.A. 06-68, S. 28; P.A. 24-111, S. 3.) History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 amended Subsec. (b)(4) to add proviso that no such provision shall limit or preclude the liability of a director for any act or omission occurring prior to the effective date of such provision and added Subdiv. (b)(5) authorizing a provision re indemnification of a director for liability, effective June 27, 1997; P.A. 06-68 made a technical change in Subsec. (b)(5); P.A. 24-111 amended Subsec. (a) by adding Subdivs. (7) and (8) re foreign corporation's valid electronic mail address and North American Industry Classification System Code, effective January 1, 2025.