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

(a) The articles of incorporation shall be signed by the incorporator or incorporators or his or their attorney and shall set forth: (1) The name of the electric membership corporation; (2) That the electric membership corporation is organized pursuant to this article; (3) The period of duration, which shall be perpetual unless otherwise limited; (4) The purpose or purposes for which the electric membership corporation is organized; (5) The address of its initial registered office and the name of its initial registered agent at such address; (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) The name and address of each incorporator. (b) The articles of incorporation may, as a matter of election, also set forth: (1) Any provision, not inconsistent with law, for the regulation of the internal affairs of the electric membership corporation; (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)(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: (i) For any appropriation, in violation of his duties, of any business opportunity of the electric membership corporation; (ii) For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (iii) For any transaction from which the director derived an improper personal benefit. (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.