46-3-321. Signing of articles of incorporation; contents of articles of incorporation.

The articles of incorporation shall be signed by the incorporator or incorporators or his or their attorney and shall set forth:#

1. (1)

   The name of the electric membership corporation;#

2. (2)

   That the electric membership corporation is organized pursuant to this article;#

3. (3)

   The period of duration, which shall be perpetual unless otherwise limited;#

4. (4)

   The purpose or purposes for which the electric membership corporation is organized;#

5. (5)

   The address of its initial registered office and the name of its initial registered agent at such address;#

6. (6)

   The number of directors constituting the initial board of directors and the name and address of each person who is to serve as a member thereof; and#

7. (7)

   The name and address of each incorporator.#

The articles of incorporation may, as a matter of election, also set forth:#

1. (1)

   Any provision, not inconsistent with law, for the regulation of the internal affairs of the electric membership corporation;#

2. (2)

   Any provision which under this chapter is required or permitted to be set forth in the bylaws; any such provision set forth in the articles of incorporation need not be set forth in the bylaws; and#

3. (3)

   1. (A)

      A provision eliminating or limiting the personal liability of a director to the electric membership corporation or its members for monetary damages for breach of duty of care or other duty as a director, provided that such provision shall not eliminate or limit the liability of a director:#

      1. (i)

         For any appropriation, in violation of his duties, of any business opportunity of the electric membership corporation;#

      2. (ii)

         For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or#

      3. (iii)

         For any transaction from which the director derived an improper personal benefit.#

   2. (B)

      No such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective.#