§ 10-33-57 — Members

1. A corporation may have one or more classes of members or may have no members. In
the absence of a provision in its articles or bylaws providing for members, a
corporation has no members.
a. If a corporation has no members, an action for which there is no specific provision
of this chapter applicable to a corporation without members and that would
otherwise require approval of the members requires only the approval of the
board.
b. A reference in this chapter to a corporation that has no members includes a
corporation in which the directors are the only members.
2. A corporation may admit any person as a member.
a. The articles or bylaws may establish criteria or procedures for admission.
b. A person may not be admitted as a member without the person's express or
implied consent.
(1) For purposes of this subdivision, consent includes acceptance of
membership benefits knowing that the benefits are available only to
members, or taking some other affirmative action that confers membership
benefits.
(2) If the articles or bylaws provide that a person who contributes to the
corporation is a member, a contribution is consent.
3. Except as provided in its articles or bylaws, a corporation may admit members for no
consideration or for consideration as is determined by the board.
4. Members are of one class unless the articles establish, or authorize the bylaws to
establish, more than one class. Members are entitled to vote and have equal rights

and preferences except to the extent that the articles or bylaws have fixed or limited
the rights and preferences of members or different classes of members or provide for
nonvoting members. The articles or bylaws may fix the term of membership.