16-6a - Utah Revised Nonprofit Corporation Act
Title 16 > 16-6a
Sections (173)
General Provisions
16-6a-101 - Title.
This chapter is known as the “Utah Revised Nonprofit Corporation Act.”
Enacted by Chapter 300, 2000 General Session
16-6a-102 - Definitions.
As used in this chapter:
(1) “Address” means a location where mail can be delivered by the United States Postal Service.”Address” includes:a post office box number;a rural free delivery route number; anda street name and number.
(2) “Affiliate” means a person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, the person specified.
(3) “Articles of incorporation” include:amended articles of incorporation;restated articles of incorporation;articles of merger; anda document of a similar import to the documents described in Subsections (3)(a) through (c).
(4) “Assumed corporate name” means a name assumed for use in this state:by a:foreign corporation as described in Section 16-10a-1506; ora foreign nonprofit corporation as described in Section 16-6a-1506; andbecause the corporate name of the foreign corporation described in Subsection (4)(a) is not available for use in this state.
(5) Except as provided in Subsection (5)(b), “board of directors” means the body authorized to manage the affairs of a domestic or foreign nonprofit corporation.Notwithstanding Subsection (5)(a), a person may not be considered a member of the board of directors because of a power delegated to that person under Subsection 16-Ch16_6a|16-6a-801].
(6) “Bylaws” means the one or more codes of rules, other than the articles of incorporation, adopted under this chapter for the regulation or management of the affairs of a domestic or foreign nonprofit corporation irrespective of the one or more names by which the codes of rules are designated.”Bylaws” includes:amended bylaws; andrestated bylaws.
(7) “Cash” or “money” means:legal tender;a negotiable instrument; orother cash equivalent readily convertible into legal tender.”Cash” and “money” are used interchangeably in this chapter.
(8) “Charitable organization” means the same as that term is defined in Section 13-22-2.
(9) “Class” means a group of memberships that has the same right with respect to voting, dissolution, redemption, transfer, or other characteristics.For purposes of Subsection (9)(a), a right is considered the same if it is determined by a formula applied uniformly to a group of memberships.
(10) “Conspicuous” means so written that a reasonable person against whom the writing is to operate should have noticed the writing.”Conspicuous” includes printing or typing in:italics;boldface;contrasting color;capitals; orunderlining.
(11) “Control” or a “controlling interest” means the direct or indirect possession of the power to direct or cause the direction of the management and policies of an entity by:the ownership of voting shares;contract; ora means other than those specified in Subsection (11)(a) or (b).
(12) Subject to Section 16-6a-207, “cooperative nonprofit corporation” or “cooperative” means a nonprofit corporation organized or existing under this chapter.
(13) “Corporate name” means:the name of a domestic corporation as stated in the domestic corporation’s articles of incorporation;the name of a domestic nonprofit corporation as stated in the domestic nonprofit corporation’s articles of incorporation;the name of a foreign corporation as stated in the foreign corporation’s:articles of incorporation; ordocument of similar import to articles of incorporation; orthe name of a foreign nonprofit corporation as stated in the foreign nonprofit corporation’s:articles of incorporation; ordocument of similar import to articles of incorporation.
(14) “Corporate records” means the records described in Section 16-6a-1601.”Corporate records” does not include correspondence, communications, notes, or other similar information, regardless of format or method of storage, that are not an official decision, published document, or record of the corporation.
(15) “Corporation” or “domestic corporation” means a corporation for profit that:is not a foreign corporation; andis incorporated under or subject to Chapter 10a, Utah Revised Business Corporation Act.
(16) “Delegate” means a person elected or appointed to vote in a representative assembly:for the election of a director; oron matters other than the election of a director.
(17) “Deliver” includes delivery by mail or another means of transmission authorized by Section 16-6a-103, except that delivery to the division means actual receipt by the division.
(18) “Director” means a member of the board of directors.
(19) “Distribution” means the payment of a dividend or any part of the income or profit of a nonprofit corporation to the nonprofit corporation’s:members;directors; orofficers.”Distribution” does not include a fair-value payment for:a good sold; ora service received.
(20) “Division” means the Division of Corporations and Commercial Code.
(21) “Effective date,” when referring to a document filed by the division, means the time and date determined in accordance with Section 16-6a-108.
(22) “Effective date of notice” means the date notice is effective as provided in Section 16-6a-103.
(23) “Electronic transmission” or “electronically transmitted” means a process of communication not directly involving the physical transfer of paper that is suitable for the receipt, retention, retrieval, and reproduction of information by the recipient, whether by email, texting, facsimile, or otherwise.
(24) “Employee” includes an officer of a nonprofit corporation.Except as provided in Subsection (24)(b)(ii), “employee” does not include a director of a nonprofit corporation.Notwithstanding Subsection (24)(b)(i), a director may accept one or more duties that make that director an employee of a nonprofit corporation.
(25) “Entity” includes:a domestic or foreign corporation;a domestic or foreign nonprofit corporation;a limited liability company;a profit or nonprofit unincorporated association;a business trust;an estate;a partnership;a trust;two or more persons having a joint or common economic interest;a state;the United States; ora foreign government.
(26) “Executive director” means the executive director of the Department of Commerce.
(27) “Foreign corporation” means a corporation for profit incorporated under a law other than the laws of this state.
(28) “Foreign nonprofit corporation” means an entity:incorporated under a law other than the laws of this state; andthat would be a nonprofit corporation if formed under the laws of this state.
(29) “Governmental entity” means:the executive branch of the state;the judicial branch of the state;the legislative branch of the state;an independent entity, as defined in Section 63E-1-102;a political subdivision of the state;an institution of higher education, as defined in Section 53H-1-101;an entity within the state system of public education; orthe National Guard; orany of the following that is established or controlled by a governmental entity listed in Subsection (29)(a) to carry out the public’s business:an office;a division;an agency;a board;a bureau;a committee;a department;an advisory board;an administrative unit; ora commission.
(30) “Governmental subdivision” means:a county;a city;a town; oranother type of governmental subdivision authorized by the laws of this state.
(31) “Individual” means:a natural person;the estate of an incompetent individual; orthe estate of a deceased individual.
(32) “Internal Revenue Code” means the federal “Internal Revenue Code of 1986,” as amended from time to time, or to corresponding provisions of subsequent internal revenue laws of the United States of America.
(33) “Mail,” “mailed,” or “mailing” means deposit, deposited, or depositing in the United States mail, properly addressed, first-class postage prepaid.”Mail,” “mailed,” or “mailing” includes registered or certified mail for which the proper fee is paid.
(34) “Member” means one or more persons identified or otherwise appointed as a member of a domestic or foreign nonprofit corporation as provided:in the articles of incorporation;in the bylaws;by a resolution of the board of directors; orby a resolution of the members of the nonprofit corporation.”Member” includes:“voting member”; anda shareholder in a water company.
(35) “Membership” refers to the rights and obligations of a member or members.
(36) “Mutual benefit corporation” means a nonprofit corporation:that issues shares of stock to its members evidencing a right to receive distribution of water or otherwise representing property rights; orall of whose assets are contributed or acquired by or for the members of the nonprofit corporation or the members’ predecessors in interest to serve the mutual purposes of the members.
(37) “Nonprofit corporation” or “domestic nonprofit corporation” means an entity that:is not a foreign nonprofit corporation; andis incorporated under or subject to this chapter.
(38) “Notice” means the same as that term is defined in Section 16-6a-103.
(39) “Party related to a director” means:the spouse of the director;a child of the director;a grandchild of the director;a sibling of the director;a parent of the director;the spouse of an individual described in Subsections (39)(b) through (e);an individual having the same home as the director;a trust or estate of which the director or another individual specified in this Subsection (39) is a substantial beneficiary; orany of the following of which the director is a fiduciary:a trust;an estate;an incompetent;a conservatee; ora minor.
(40) “Person” means an:individual; orentity.
(41) “Principal office” means:the office, in or out of this state, designated by a domestic or foreign nonprofit corporation as its principal office in the most recent document on file with the division providing that information, including:an annual report;an application for a certificate of authority; ora notice of change of principal office; orif no principal office can be determined, a domestic or foreign nonprofit corporation’s registered office.
(42) “Proceeding” includes:a civil suit;arbitration;mediation;a criminal action;an administrative action; oran investigatory action.
(43) “Receive,” when used in reference to receipt of a writing or other document by a domestic or foreign nonprofit corporation, means the writing or other document is actually received:by the domestic or foreign nonprofit corporation at:its registered office in this state; orits principal office;by the secretary of the domestic or foreign nonprofit corporation, wherever the secretary is found; orby another person authorized by the bylaws or the board of directors to receive the writing or other document, wherever that person is found.
(44) “Record date” means the date established under Part 6, Members, or Part 7, Member Meetings and Voting, on which a nonprofit corporation determines the identity of the nonprofit corporation’s members.The determination described in Subsection (44)(a) shall be made as of the close of business on the record date unless another time for doing so is specified when the record date is fixed.
(45) “Registered agent” means the registered agent of:a domestic nonprofit corporation; ora foreign nonprofit corporation.
(46) “Registered office” means the office within this state designated by a domestic or foreign nonprofit corporation as its registered office in the most recent document on file with the division providing that information, including:articles of incorporation;an application for a certificate of authority; ora notice of change of registered office.
(47) “Secretary” means the corporate officer to whom the bylaws or the board of directors delegates responsibility under Subsection 16-Ch16_6a|16-6a-818] for:the preparation and maintenance of:minutes of the meetings of:the board of directors; orthe members; andthe other records and information required to be kept by the nonprofit corporation as described in Section 16-6a-1601; andauthenticating records of the nonprofit corporation.
(48) “Share” means a unit of interest in a nonprofit corporation.
(49) “Shareholder” means a person in whose name a share is registered in the records of a nonprofit corporation.
(50) “State,” when referring to a part of the United States, includes:a state;a commonwealth;the District of Columbia;an agency or governmental and political subdivision of a state, commonwealth, or District of Columbia;territory or insular possession of the United States; oran agency or governmental and political subdivision of a territory or insular possession of the United States.
(51) “Street address” means:street name and number;city or town; andUnited States post office zip code designation; orif, by reason of rural location or otherwise, a street name, number, city, or town does not exist, an appropriate description other than that described in Subsection (51)(a) fixing as nearly as possible the actual physical location, but only if the information includes:the rural free delivery route;the county; andthe United States post office zip code designation.
(52) “Tribal nonprofit corporation” means a nonprofit corporation:incorporated under the law of a tribe; andthat is at least 51% owned or controlled by the tribe.
(53) “Tribe” means a tribe, band, nation, pueblo, or other organized group or community of Indians, including an Alaska Native village, that is legally recognized as eligible for and is consistent with a special program, service, or entitlement provided by the United States to Indians because of the tribe’s status as Indians.
(54) “United States” includes a district, authority, office, bureau, commission, department, and another agency of the United States of America.
(55) “Vote” includes authorization by:written ballot; andwritten consent.
(56) “Voting group” means all the members of one or more classes of members or directors that, under this chapter, the articles of incorporation, or the bylaws, are entitled to vote and be counted together collectively on a matter.All members or directors entitled by this chapter, the articles of incorporation, or the bylaws to vote generally on a matter are for that purpose a single voting group.
(57) “Voting member” means a person entitled to vote for all matters required or permitted under this chapter to be submitted to a vote of the members, except as otherwise provided in the articles of incorporation or bylaws.A person is not a voting member solely because of:a right the person has as a delegate;a right the person has to designate a director; ora right the person has as a director.Except as the bylaws may otherwise provide, “voting member” includes a “shareholder” if the nonprofit corporation has shareholders.
(58) “Water company” means:the same as that term is defined in Subsection 16-Ch16_4|16-4-102]; ora mutual benefit corporation, when the stock in the mutual benefit corporation represents a right to receive a distribution of water for beneficial use.
Amended by Chapter 9, 2025 Special Session 1
16-6a-103 - Notice.
(1) Notice given under this chapter shall be in writing unless oral notice is reasonable under the circumstances.
(2) Notice may be communicated:in person;by telephone;by electronic transmission; orby mail or private carrier.If the forms of personal notice described in Subsection (2)(a) are impracticable, notice may be communicated by:a newspaper of general circulation in the county or similar governmental subdivision in which the corporation’s principal or registered office is located; andas required in Section 45-1-101; orradio, television, or other form of public broadcast communication in the county or similar governmental subdivision in which the corporation’s principal or registered office is located.
(3) Written notice to a domestic or foreign nonprofit corporation authorized to conduct affairs in this state may be addressed to: its registered agent at its registered office; orthe corporation’s secretary at its principal office.
(4) Written notice by a domestic or foreign nonprofit corporation to its members, is effective as to each member when mailed, if:in a comprehensible form; andaddressed to the member’s address shown in the domestic or foreign nonprofit corporation’s current record of members.If three successive notices given to a member pursuant to Subsection (5) have been returned as undeliverable, further notices to that member are not necessary until another address of the member is made known to the nonprofit corporation.
(5) Except as provided in Subsection (4), written notice, if in a comprehensible form, is effective at the earliest of the following: when received;five days after it is mailed; oron the date shown on the return receipt if:sent by registered or certified mail;sent return receipt requested; andthe receipt is signed by or on behalf of the addressee.
(6) Oral notice is effective when communicated if communicated in a comprehensible manner.
(7) Notice by publication is effective on the date of first publication.
(8) A written notice or report delivered as part of a newsletter, magazine, or other publication regularly sent to members shall constitute a written notice or report if: addressed or delivered to the member’s address shown in the nonprofit corporation’s current list of members; orif two or more members are residents of the same household and have the same address in the nonprofit corporation’s current list of members, addressed or delivered to one of the members at the address appearing on the current list of members.
(9) If this chapter prescribes notice requirements for particular circumstances, the notice requirements for the particular circumstances govern.If articles of incorporation or bylaws prescribe notice requirements not inconsistent with this section or other provisions of this chapter, the notice requirements of the articles of incorporation or bylaws govern.
Amended by Chapter 240, 2015 General Session
16-6a-104 - Powers of the division.
The division has the power reasonably necessary to perform the duties required of the division under this chapter.
Enacted by Chapter 300, 2000 General Session
16-6a-105 - Filing requirements.
(1) To be entitled to filing by the division, a document shall satisfy the requirements of: this section; andany other section of this chapter that adds to or varies the requirements of this section.
(2) This chapter shall require or permit filing the document with the division.
(3) A document shall contain the information required by this chapter.In addition to the document information required by this chapter, a document may contain other information.
(4) A document shall be: typewritten; ormachine printed.
(5) A document shall be in the English language.A corporate name need not be in English if written in:English letters; orArabic or Roman numerals.Notwithstanding Subsection (5)(a), a certificate of existence required of a foreign nonprofit corporation need not be in English if accompanied by a reasonably authenticated English translation.
(6) A document shall be:executed by a person in Subsection (6)(b); ora true copy made by photographic, xerographic, electronic, or other process that provides similar copy accuracy of a document that has been executed by a person listed in Subsection (6)(b).A document shall be executed by:the chair of the board of directors of a domestic or foreign nonprofit corporation;all of the directors of a domestic or foreign nonprofit corporation;an officer of the domestic or foreign nonprofit corporation;if directors have not been selected or the domestic or foreign nonprofit corporation has not been formed, an incorporator;if the domestic or foreign nonprofit corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, that receiver, trustee, or court-appointed fiduciary;if the document is that of a registered agent: the registered agent, if the person is an individual; ora person authorized by the registered agent to execute the document, if the registered agent is an entity; oran attorney in fact if a nonprofit corporation retains the power of attorney with the nonprofit corporation’s records.
(7) A document shall state beneath or opposite the signature of the person executing the document: the signer’s name; andthe capacity in which the document is signed.
(8) A document may contain: the corporate seal;an attestation by the secretary or an assistant secretary; oran acknowledgment, verification, or proof.
(9) The signature of each person signing a document, whether or not the document contains an acknowledgment, verification, or proof permitted by Subsection (8), constitutes the affirmation or acknowledgment of the person, under penalties of perjury, that: the document is:the person’s act and deed; orthe act and deed of the entity on behalf of which the document is executed; andthe facts stated in the document are true.
(10) If the division has prescribed a mandatory form or cover sheet for the document under Section 16-6a-106, a document shall be: in or on the prescribed form; orhave the required cover sheet.
(11) A document shall be: delivered to the division for filing; andaccompanied by:one exact or conformed copy, except as provided in Section 16-6a-1510;the correct filing fee; andany franchise tax, license fee, or penalty required by this chapter or other law.
(12) Except with respect to a filing pursuant to Section 16-6a-1510, a document shall state, or be accompanied by a writing stating, the address to which the division may send a copy upon completion of the filing.
Amended by Chapter 364, 2008 General Session
16-6a-106 - Forms.
(1) The division may prescribe forms or cover sheets for documents required or permitted to be filed by this chapter.If the division prescribes a form or cover sheet pursuant to Subsection (1)(a), the division shall provide the form or cover sheet on request.
(2) Notwithstanding Subsection (1): the use of a form or cover sheet is not mandatory unless the division specifically requires the use of the form or cover sheet; anda requirement that a form or cover sheet be used may not:preclude in any way the inclusion in any document of any item that is not prohibited to be included by this chapter; orrequire the inclusion with the filed document of any item that is not otherwise required by this chapter.
Enacted by Chapter 300, 2000 General Session
16-6a-107 - Fees.
(1) Unless otherwise provided by statute, the division shall charge and collect a fee for services established by the division in accordance with Section 63J-1-504 including fees: for furnishing a certified copy of any document, instrument, or paper relating to a domestic or foreign nonprofit corporation; andfor the certificate and affixing the seal to a certified copy described in Subsection (1)(a).
(2) The division shall provide expedited, 24-hour processing of any item under this section upon request.The division shall charge and collect additional fees established by the division in accordance with Section 63J-1-504 for expedited service provided under Subsection (2)(a).
(3) The division shall charge and collect a fee determined by the division in accordance with Section 63J-1-504 at the time of any service of process on the director of the division as resident agent of a domestic or foreign nonprofit corporation.The fee paid under Subsection (3)(a) may be recovered as taxable costs by the party to the suit or action causing the service to be made if the party prevails in the suit or action.
Amended by Chapter 183, 2009 General Session
16-6a-108 - Effective time and date of filed documents.
(1) Except as provided in Subsection (2) and Subsection 16-6a-109(4), a document submitted to the division for filing under this chapter is effective:at the time of filing; andon the date it is filed.The division’s endorsement on the document as described in Subsection 16-6a-110(2) is evidence of the time and date of filing.
(2) Unless otherwise provided in this chapter, a document, other than an application for a reserved or registered name, may specify conspicuously on its face:a delayed effective time;a delayed effective date; orboth a delayed effective time and date.If in accordance with Subsection (2)(a), a delayed time, date, or both, is specified, the document becomes effective as provided in this Subsection (2).If both a delayed effective time and date are specified, the document becomes effective as specified.If a delayed effective time but no date is specified, the document is effective on the date it is filed, as that date is specified in the division’s time and date endorsement on the document, at the later of:the time specified on the document as its effective time; orthe time specified in the time and date endorsement.If a delayed effective date but no time is specified, the document is effective at the close of business on the date specified as the delayed effective date.Notwithstanding the other provisions of this Subsection (2), a delayed effective date for a document may not be later than 90 days after the date the document is filed. If a document specifies a delayed effective date that is more than 90 days after the date the document is filed, the document is effective 90 days after the day the document is filed.
(3) If a document specifies a delayed effective date pursuant to Subsection (2), the document may be prevented from becoming effective by the same domestic or foreign nonprofit corporation that originally submitted the document for filing delivering to the division, prior to the specified effective date of the document, a certificate of withdrawal: executed:on behalf of the same domestic or foreign nonprofit corporation that originally submitted the document for filing; andin the same manner as the document being withdrawn;stating that:the document has been revoked by: appropriate corporate action; orcourt order or decree pursuant to Section 16-6a-1007; andthe document is void; andif a court order or decree pursuant to Section 16-6a-1007 revokes the document, the court order or decree was entered by a court having jurisdiction of the proceeding for the reorganization of the nonprofit corporation under a specified statute of the United States.
Enacted by Chapter 300, 2000 General Session
16-6a-109 - Correcting filed documents.
(1) A domestic or foreign nonprofit corporation may correct a document filed with the division if the document: contains an incorrect statement; orwas defectively executed, attested, sealed, verified, or acknowledged.
(2) A document is corrected by delivering to the division for filing articles of correction that: describe the document, including its filing date; orhave attached a copy of the document;specify:the incorrect statement; andthe reason it is incorrect; orthe manner in which the execution, attestation, sealing, verification, or acknowledgment was defective; andcorrect:the incorrect statement; ordefective execution, attestation, sealing, verification, or acknowledgment.
(3) Articles of correction may be executed by any person: designated in Subsection 16-6a-105(6); orwho executed the document that is corrected.
(4) Articles of correction are effective on the effective date of the document they correct except as to a person:relying on the uncorrected document; andadversely affected by the correction.As to a person described in Subsection (4)(a), the articles of correction are effective when filed.
Enacted by Chapter 300, 2000 General Session
16-6a-110 - Filing duty of division.
(1) If a document delivered to the division for filing satisfies the requirements of Section 16-6a-105, the division shall file the document.
(2) The division files a document by stamping or otherwise endorsing “Filed” together with the name of the division and the date and time of acceptance for filing on both the document and the accompanying copy.After filing a document, except as provided in Sections 16-6a-1510 and 16-6a-1608, the division shall deliver the accompanying copy, with the receipt for any filing fees:to the domestic or foreign nonprofit corporation for which the filing is made; orto the representative of the domestic or foreign nonprofit corporation for which the filing is made; andat the address: indicated on the filing; orthat the division determines to be appropriate.
(3) If the division refuses to file a document, the division within 10 days after the day the document is delivered to the division shall return to the person requesting the filing: the document; anda written notice providing a brief explanation of the reason for the refusal to file.
(4) The division’s duty to file a document under this section is ministerial.Except as otherwise specifically provided in this chapter, the division’s filing or refusal to file a document does not:affect the validity or invalidity of the document in whole or in part;relate to the correctness or incorrectness of information contained in the document; orcreate a presumption that: the document is valid or invalid; orinformation contained in the document is correct or incorrect.
Amended by Chapter 364, 2008 General Session
16-6a-111 - Appeal from division’s refusal to file document.
If the division refuses to file a document delivered to it for filing, in accordance with Title 63G, Chapter 4, Administrative Procedures Act , the following may appeal the refusal to the executive director:
(1) the domestic or foreign nonprofit corporation for which the filing was requested; or
(2) the representative of the domestic or foreign nonprofit corporation for which filing was requested.
Amended by Chapter 382, 2008 General Session
16-6a-112 - Evidentiary effect of copy of filed document.
One or more of the following is conclusive evidence that the original document has been filed with the division:
(1) a certificate attached to a copy of a document filed by the division; or
(2) an endorsement, seal, or stamp placed on the copy by the division.
Enacted by Chapter 300, 2000 General Session
16-6a-113 - Certificates issued by the division.
(1) Any person may apply to the division for: a certificate of existence for a domestic nonprofit corporation;a certificate of authorization for a foreign nonprofit corporation; ora certificate that sets forth any facts of record in the division.
(2) A certificate of existence or certificate of authorization sets forth: the domestic nonprofit corporation’s corporate name; orthe foreign nonprofit corporation’s corporate name registered in this state;that:the domestic nonprofit corporation is incorporated under the law of this state; andthe date of its incorporation; orthe foreign nonprofit corporation is authorized to conduct affairs in this state;that all fees, taxes, and penalties owed to this state have been paid, if:payment is reflected in the records of the division; andnonpayment affects the existence or authorization of the domestic or foreign nonprofit corporation;that the domestic or foreign nonprofit corporation’s most recent annual report required by Section 16-6a-1607 has been filed by the division;that articles of dissolution have not been filed by the division; andother facts of record in the division that may be requested by the applicant.
(3) Subject to any qualification stated in the certificate, a certificate issued by the division may be relied upon as conclusive evidence of the facts set forth in the certificate.
Enacted by Chapter 300, 2000 General Session
16-6a-114 - Penalty for signing false documents.
(1) It is unlawful for a person to sign a document: knowing it to be false in any material respect; andwith intent that the document be delivered to the division for filing.
(2) An offense under this section is a class A misdemeanor punishable by a fine not to exceed the fine specified in Section 76-3-301.
Enacted by Chapter 300, 2000 General Session
16-6a-115 - Liability to third parties.
The directors, officers, employees, and members of a nonprofit corporation are not personally liable in their capacity as directors, officers, employees, and members for the acts, debts, liabilities, or obligations of a nonprofit corporation.
Enacted by Chapter 300, 2000 General Session
16-6a-116 - Private foundations.
Except when otherwise determined by a court of competent jurisdiction, a nonprofit corporation that is a private foundation as defined in Section 509(a), Internal Revenue Code:
(1) shall make distributions for each taxable year at the time and in the manner as not to subject the nonprofit corporation to tax under Section 4942, Internal Revenue Code;
(2) may not engage in any act of self-dealing as defined in Section 4941(d), Internal Revenue Code;
(3) may not retain any excess business holdings as defined in Section 4943(c), Internal Revenue Code;
(4) may not make any investments that would subject the nonprofit corporation to taxation under Section 4944, Internal Revenue Code; and
(5) may not make any taxable expenditures as defined in Section 4945(d), Internal Revenue Code.
Amended by Chapter 240, 2015 General Session
16-6a-117 - Judicial relief.
(1) A director, officer, delegate, or member may petition a court to take an action provided in Subsection (1)(b) if for any reason it is impractical or impossible for a nonprofit corporation in the manner prescribed by this chapter or the nonprofit corporation’s articles of incorporation or bylaws to:call or conduct a meeting of the nonprofit corporation’s members, delegates, or directors; orotherwise obtain the consent of the nonprofit corporation’s members, delegates, or directors.If a petition is filed under Subsection (1)(a), the court, in the manner the court finds fair and equitable under the circumstances, may order that:a meeting be called; ora written consent or other form of obtaining the vote of members, delegates, or directors be authorized.
(2) A court shall, in an order issued pursuant to this section, provide for a method of notice reasonably designed to give actual notice to all persons who would be entitled to notice of a meeting held pursuant to this chapter, the articles of incorporation, or bylaws.The method of notice described in Subsection (1) complies with this section whether or not the method of notice:results in actual notice to all persons described in Subsection (2)(a); orconforms to the notice requirements that would otherwise apply.In a proceeding under this section, the court may determine who are the members or directors of a nonprofit corporation.
(3) An order issued pursuant to this section may dispense with any requirement relating to the holding of or voting at meetings or obtaining votes that would otherwise be imposed by this chapter or the nonprofit corporation’s articles of incorporation, or bylaws, including any requirement as to: quorums; orthe number or percentage of votes needed for approval.
(4) Whenever practical, any order issued pursuant to this section shall limit the subject matter of a meeting or other form of consent authorized to items the resolution of which will or may enable the nonprofit corporation to continue managing the nonprofit corporation’s affairs without further resort to this section, including amendments to the articles of incorporation or bylaws.Notwithstanding Subsection (4)(a), an order under this section may authorize the obtaining of whatever votes and approvals are necessary for the dissolution, merger, or sale of assets of a nonprofit corporation.
(5) A meeting or other method of obtaining the vote of members, delegates, or directors conducted pursuant to and that complies with an order issued under this section: is for all purposes a valid meeting or vote, as the case may be; andshall have the same force and effect as if it complied with every requirement imposed by this chapter or the nonprofit corporation’s articles of incorporation or bylaws.
(6) In addition to a meeting held under this section, a court-ordered meeting may be held pursuant to Section 16-6a-703.
Amended by Chapter 401, 2023 General Session
16-6a-118 - Electronic documents.
(1) Notwithstanding the other requirements of this chapter except subject to Section 16-6a-106, the division may by rule permit a writing required or permitted to be filed with the division under this chapter: to be delivered, mailed, or filed:in an electronic medium; orby electronic transmission; orto be signed by photographic, electronic, or other means prescribed by rule, except that a writing signed in an electronic medium shall be signed by electronic signature in accordance with Title 46, Chapter 4, Uniform Electronic Transactions Act.
(2) The division may by rule provide for any writing required or permitted to be prepared, delivered, or mailed by the division under this chapter to be prepared, delivered, or mailed: in an electronic medium; orby electronic transmission.
Amended by Chapter 21, 2006 General Session
16-6a-119 - Execution against a mutual benefit corporation.
(1) As used in this section: “Judicial lien” means one or more of the following:a judgment lien; orother lien obtained by a judicial or equitable process or proceeding.”Water right” means:a right to use water evidenced by a means identified in Section 73-1-10; ora right to use water under an approved application: to appropriate;for a change of use; orfor the exchange of water.”Water rights and related assets” means a water right or title to:a water conveyance facility; orother asset of a mutual benefit corporation necessary to divert or distribute water to its members.
(2) Except as provided in Subsection (3), a court may not do the following with regard to a judicial lien recorded on or after May 12, 2009 against the water rights and related assets of a mutual benefit corporation earlier than 180 days after the day on which the judicial lien is recorded or takes effect: execute the judicial lien;impose a levy as a result of the judicial lien; orforce the sale, transfer, or change in ownership of the water rights and related assets pursuant to the judicial lien.
(3) This section does not apply to a judicial lien related to a cause of action brought against a mutual benefit corporation by a shareholder under Section 73-3-3.5.
Enacted by Chapter 37, 2009 General Session
Incorporation
16-6a-201 - Incorporators.
(1) One or more persons may act as incorporators of a nonprofit corporation by delivering to the division for filing articles of incorporation meeting the requirements of Section 16-6a-202.
(2) An incorporator who is a natural person shall be 18 years of age or older.
Enacted by Chapter 300, 2000 General Session
16-6a-202 - Articles of incorporation.
(1) The articles of incorporation shall set forth: one or more purposes for which the nonprofit corporation is organized;a corporate name for the nonprofit corporation that satisfies the requirements of Section 16-6a-401;the information required by Subsection 16-17-203(1);the name and address of each incorporator;whether or not the nonprofit corporation will have voting members;if the nonprofit corporation is to issue shares of stock evidencing membership in the nonprofit corporation or interests in water or other property rights:the aggregate number of shares that the nonprofit corporation has authority to issue; andif the shares are to be divided into classes: the number of shares of each class;the designation of each class; anda statement of the preferences, limitations, and relative rights of the shares of each class; andprovisions not inconsistent with law regarding the distribution of assets on dissolution.
(2) The articles of incorporation may but need not set forth: the names and addresses of the individuals who are to serve as the initial directors;provisions not inconsistent with law regarding:managing the business and regulating the affairs of the nonprofit corporation;defining, limiting, and regulating the powers of: the nonprofit corporation;the board of directors of the nonprofit corporation; andthe members of the nonprofit corporation or any class of members;whether cumulative voting will be permitted; andthe characteristics, qualifications, rights, limitations, and obligations attaching to each or any class of members; andany provision that under this chapter is permitted to be in the articles of incorporation or required or permitted to be set forth in the bylaws, including elective provisions that in accordance with this chapter shall be included in the articles of incorporation to be effective.
(3) It is sufficient under Subsection (1)(a) to state, either alone or with other purposes, that the purpose of the nonprofit corporation is to engage in any lawful act for which a nonprofit corporation may be organized under this chapter.If the articles of incorporation include the statement described in Subsection (3)(a), all lawful acts and activities shall be within the purposes of the nonprofit corporation, except for express limitations, if any.
(4) The articles of incorporation need not set forth any corporate power enumerated in this chapter.
(5) The articles of incorporation shall: be signed by each incorporator; andmeet the filing requirements of Section 16-6a-105.
(6) If this chapter conditions any matter upon the presence of a provision in the bylaws, the condition is satisfied if the provision is present either in:the articles of incorporation; orthe bylaws.If this chapter conditions any matter upon the absence of a provision in the bylaws, the condition is satisfied only if the provision is absent from both:the articles of incorporation; andthe bylaws.
Amended by Chapter 43, 2010 General Session
16-6a-203 - Incorporation — Required filings.
(1) A nonprofit corporation is incorporated, and its corporate existence begins:when the articles of incorporation are filed by the division; orif a delayed effective date is specified as described in Subsection 16-Ch16_6a|16-6a-108], on the delayed effective date, unless a certificate of withdrawal is filed prior to the delayed effective date.
(2) Notwithstanding Subsection 16-Ch16_6a|16-6a-110], the filing of the articles of incorporation by the division is conclusive proof that all conditions precedent to incorporation have been satisfied, except in a proceeding by the state to:cancel or revoke the incorporation; orinvoluntarily dissolve the nonprofit corporation.
(3) Beginning January 1, 2025, a nonprofit corporation that is a charitable organization, unless exempted by Section 13-22-15, shall file with the division the information described by Section 13-22-15 in the form described in Section 13-22-15.
Amended by Chapter 102, 2024 General Session
16-6a-204 - Liability for preincorporation transactions.
All persons purporting to act as or on behalf of a nonprofit corporation, knowing there is no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting.
Enacted by Chapter 300, 2000 General Session
16-6a-205 - Organization of the nonprofit corporation.
(1) After incorporation: if initial directors are named in the articles of incorporation, the initial directors may hold an organizational meeting, at the call of a majority of the initial directors, to complete the organization of the nonprofit corporation by:appointing officers;adopting bylaws, if desired; andcarrying on any other business brought before the meeting; orif initial directors are not named in the articles of incorporation, until directors are elected, the incorporators may hold an organizational meeting at the call of a majority of the incorporators to do whatever is necessary and proper to complete the organization of the nonprofit corporation, including:the election of directors and officers;the appointment of members; andthe adoption and amendment of bylaws.
(2) Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents that: describe the action taken; andare signed by each incorporator.
(3) An organizational meeting may be held in or out of this state.
Enacted by Chapter 300, 2000 General Session
16-6a-206 - Bylaws.
(1) The board of directors of a nonprofit corporation may adopt initial bylaws for the nonprofit corporation.If no directors of the nonprofit corporation have been elected, the incorporators may adopt initial bylaws for the nonprofit corporation.If neither the incorporators nor the board of directors have adopted initial bylaws, the members, if any, may adopt initial bylaws.
(2) The bylaws of a nonprofit corporation may contain any provision for managing the business and regulating the affairs of the nonprofit corporation that is not inconsistent with law or the articles of incorporation, including management and regulation of the nonprofit corporation in the event of an emergency.
Enacted by Chapter 300, 2000 General Session
16-6a-207 - Incorporation of cooperative association.
(1) If a cooperative association meets the requirements of Subsection (1)(b), it may:be incorporated under this chapter; anduse the word “cooperative” as part of its corporate or business name.A cooperative association described in Subsection (1)(a):may not be an association subject to the insurance or credit union laws of this state; andshall state in its articles of incorporation that: a member may not have more than one vote regardless of the number or amount of stock or membership capital owned by the member unless voting is based in whole or in part on the volume of patronage of the member with the cooperative association; andsavings in excess of dividends and additions to reserves and surplus shall be distributed or allocated to members or patrons on the basis of patronage.
(2) Any cooperative association incorporated in accordance with Subsection (1):has all the rights and is subject to the limitations provided in Section 3-1-11; andmay pay dividends on its stock, if it has stock, subject to the limitations of Section 3-1-11.The articles of incorporation or the bylaws of a cooperative association incorporated in accordance with Subsection (1) may provide for:the establishment and alteration of voting districts;the election of delegates to represent: the districts described in Subsection (2)(b)(i); andthe members of the districts described in Subsection (2)(b)(i);the establishment and alteration of director districts; andthe election of directors to represent the districts described in Subsection (2)(b)(ii) by: the members of the districts; ordelegates elected by the members.
(3) A corporation organized under Title 3, Uniform Agricultural Cooperative Association Act, or Title 16, Chapter 16, Uniform Limited Cooperative Association Act, may convert itself into a cooperative association subject to this chapter by adopting appropriate amendments to its articles of incorporation by which:it elects to become subject to this chapter; andmakes changes in its articles of incorporation that are: required by this chapter; andany other changes permitted by this chapter.The amendments described in Subsection (3)(a) shall be adopted and filed in the manner provided by the law then applicable to the cooperative nonprofit corporation.
(4) Except as otherwise provided in this section, a cooperative nonprofit corporation is subject to this chapter.
(5) A corporation that is a cooperative under this chapter may convert to a limited cooperative association under Title 16, Chapter 16, Uniform Limited Cooperative Association Act, by complying with that chapter.
Amended by Chapter 168, 2017 General Session
Purposes And Powers
16-6a-301 - Purposes.
(1) Every nonprofit corporation incorporated under this chapter that in its articles of incorporation has a statement meeting the requirements of Subsection 16-6a-202(3)(a) may engage in any lawful activity except for express limitations set forth in the articles of incorporation.
(2) A nonprofit corporation engaging in an activity that is subject to regulation under another statute of this state may incorporate under this chapter only if permitted by, and subject to all limitations of, the other statute.Without limiting Subsection (2)(a), an organization may not be organized under this chapter if the organization is subject to the:insurance laws of this state; orlaws governing depository institutions as defined in Section 7-1-103.
Amended by Chapter 168, 2017 General Session
16-6a-302 - General powers.
Unless its articles of incorporation provide otherwise, and except as restricted by the Utah Constitution, every nonprofit corporation has:
(1) perpetual duration and succession in its corporate name; and
(2) the same powers as an individual to do all things necessary or convenient to carry out its permitted activities and affairs, including without limitation the power to: sue and be sued, complain and defend in its corporate name;have a corporate seal, that may be altered at will; anduse the corporate seal, or a facsimile of the corporate seal, by impressing or affixing it or in any other manner reproducing it;make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for managing and regulating the affairs of the nonprofit corporation;purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located;sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property and assets;purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with shares or other interests in, or obligations of, any other entity;make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other obligations and secure any of its obligations by mortgage or pledge of any of its property, assets, franchises, or income;lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment, except that a nonprofit corporation may not lend money to or guarantee the obligation of a director or officer of the nonprofit corporation;be an agent, associate, fiduciary, manager, member, partner, promoter, or trustee of, or to hold any similar position with, any entity;conduct its business, locate offices, and exercise the powers granted by this chapter within or without this state;elect directors and appoint officers, employees, and agents of the nonprofit corporation;define the duties of the directors, officers, employees, and agents; andfix the compensation of the directors, officers, employees, and agents;pay compensation in a reasonable amount to its directors, officers, or members for services rendered, including:payment of advances for expenses reasonably expected to be incurred; andexpenses relating to relocation of directors, officers, or employees;pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, share option plans, and benefit or incentive plans for any or all of its current or former directors, officers, employees, and agents;make contributions to or for any person for:the public welfare;charitable, religious, scientific, or educational purposes; orfor other purposes that further the corporate interest;pursue any lawful activity that will aid governmental policy;make payments or do any other act, not inconsistent with law, that furthers the business and affairs of the nonprofit corporation;establish rules governing the conduct of the business and affairs of the nonprofit corporation in the event of an emergency;impose dues, assessments, admission fees, and transfer fees upon its members;establish conditions for admission of members;admit members; andissue or transfer membership;carry on a business;indemnify current or former directors, officers, employees, fiduciaries, or agents as provided in this chapter;limit the liability of its directors as provided in Subsection 16-6a-823(1);cease its corporate activities and dissolve; andissue certificates or stock evidencing:membership in the nonprofit corporation; orinterests in water or other property rights.
Amended by Chapter 127, 2001 General Session
16-6a-303 - Emergency powers.
(1) In anticipation of or during an emergency defined in Subsection (4), the board of directors may: modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent;adopt bylaws to be effective only in an emergency; andrelocate the principal office;designate an alternative principal office or regional office; orauthorize officers to relocate or designate an alternative principal office or regional office.
(2) During an emergency as defined in Subsection (4), unless emergency bylaws provide otherwise: notice of a meeting of the board of directors:need be given only to those directors whom it is practicable to reach; andmay be given in any practicable manner, including by publication or radio; andthe officers of the nonprofit corporation present at a meeting of the board of directors may be considered to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
(3) Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the nonprofit corporation: binds the nonprofit corporation; andmay not be the basis for the imposition of liability on any director, officer, employee, or agent of the nonprofit corporation on the ground that the action was not an authorized corporate action.
(4) An emergency exists for purposes of this section if a quorum of the directors cannot readily be obtained because of a catastrophic event.
Enacted by Chapter 300, 2000 General Session
16-6a-304 - Ultra vires.
(1) Except as provided in Subsection (2), the validity of corporate action may not be challenged on the ground that the nonprofit corporation lacks or lacked power to act.
(2) A nonprofit corporation’s power to act may be challenged: in a proceeding against the nonprofit corporation to enjoin the act brought by:a director; orone or more voting members in a derivative proceeding;in a proceeding by or in the right of the nonprofit corporation, whether directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the nonprofit corporation; orin a proceeding by the attorney general under Section 16-6a-1414.
(3) In a proceeding under Subsection (2)(a) to enjoin an unauthorized corporate act, the court may: enjoin or set aside the act, if:it would be equitable to do so; andall affected persons are parties to the proceeding; andaward damages for loss, including anticipated profits, suffered by the nonprofit corporation or another party because of an injunction issued under this section.
Enacted by Chapter 300, 2000 General Session
Name
16-6a-401 - Corporate name.
(1) The corporate name of a nonprofit corporation: may, but need not contain:the word “corporation,” “incorporated,” or “company”; oran abbreviation of “corporation,” “incorporated,” or “company”;may not contain:any word or phrase that indicates or implies that the nonprofit corporation is organized for a purpose other than that permitted by: Section 16-6a-301; andthe nonprofit corporation’s articles of incorporation; orfor a nonprofit corporation that changes the nonprofit corporation’s name or is incorporated in or authorized to do business in the state on or after May 4, 2022, the number sequence “911”;except as authorized by the division under Subsection (2), shall be distinguishable, as defined in Section 16-10a-401, from:the name of any domestic corporation incorporated in this state;the name of any foreign corporation authorized to conduct affairs in this state;the name of any domestic nonprofit corporation incorporated in this state;the name of any foreign nonprofit corporation authorized to conduct affairs in this state;the name of any domestic limited liability company formed in this state;the name of any foreign limited liability company authorized to conduct affairs in this state;the name of any limited partnership formed or authorized to conduct affairs in this state;any name that is reserved under Section 16-6a-402 or 16-10a-402;the name of any entity that has registered the entity’s name under Section 42-2-5;the name of any trademark or service mark registered by the division; orany assumed name filed under Section 42-2-5;shall be, for purposes of recordation, either translated into English or transliterated into letters of the English alphabet if the nonprofit corporation’s name is not in English; andwithout the written consent of the United States Olympic Committee, may not contain the words:“Olympic”;“Olympiad”; or”Citius Altius Fortius”.
(2) The division may authorize the use of the name applied for if: the name is distinguishable from one or more of the names and trademarks described in Subsection (1)(c) that are on the division’s records; orif the applicant delivers to the division a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant’s right to use the name applied for in this state registered or reserved with the division pursuant to the laws of this state.
(3) A nonprofit corporation may use the name of another domestic or foreign corporation that is used in this state if: the other corporation is incorporated or authorized to conduct affairs in this state; andthe proposed user corporation:has merged with the other corporation;has been formed by reorganization of the other corporation; orhas acquired all or substantially all of the assets, including the corporate name, of the other corporation.
(4) A nonprofit corporation may apply to the division for authorization to file the nonprofit corporation’s articles of incorporation under, or to register or reserve, a name that is not distinguishable upon the division’s records from one or more of the names described in Subsection (1).The division shall approve the application filed under Subsection (4)(a) if:the other person whose name is not distinguishable from the name under which the applicant desires to file, or which the applicant desires to register or reserve: consents to the filing, registration, or reservation in writing; andsubmits an undertaking in a form satisfactory to the division to change the person’s name to a name that is distinguishable from the name of the applicant; orthe applicant delivers to the division a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant’s right to make the requested filing in this state under the name applied for.
(5) Only names of corporations may contain the: words “corporation,” or “incorporated”; orabbreviation “corp.” or “inc.”
(6) The division may not issue a certificate of incorporation to any association violating the provisions of this section.
Amended by Chapter 458, 2023 General Session
16-6a-402 - Reserved name.
(1) Any person may apply for the reservation of the exclusive use of a corporate name by delivering an application for reservation of name to the division for filing, setting forth:the name and address of the applicant; andthe name proposed to be reserved.If the division finds that the name applied for would be available for corporate use, the division shall reserve the name for the applicant’s exclusive use for 120 days from the day the division receives the application under Subsection (1)(a).A reservation may be renewed.
(2) The owner of a reserved corporate name may transfer the reservation to any other person by delivery to the division for filing of a notice of the transfer that has been executed by the owner and states: the reserved name;the name of the owner; andthe name and address of the transferee.
(3) The corporate name set forth in a document described in Subsection (3)(b) is reserved until the document:becomes effective pursuant to Subsection 16-6a-108(2); oris withdrawn under Subsection 16-6a-108(3).Subsection (3)(a) applies to a document that:is one of the following: articles of incorporation;articles of amendment to articles of incorporation;restated articles of incorporation; orarticles of merger;specifies a delayed effective date pursuant to Subsection 16-6a-108(2);sets forth a new corporate name; andis filed by the division.
Enacted by Chapter 300, 2000 General Session
16-6a-403 - Corporate name — Limited rights.
The authorization granted by the division to file articles of incorporation under a corporate name or to reserve a name does not:
(1) abrogate or limit the law governing unfair competition or unfair trade practices;
(2) derogate from the common law the principles of equity or the statutes of this state or of the United States with respect to the right to acquire and protect names and trademarks; or
(3) create an exclusive right in geographic or generic terms contained within a name.
Enacted by Chapter 300, 2000 General Session
Members
16-6a-601 - No requirement of members.
A nonprofit corporation is not required to have members.
Enacted by Chapter 300, 2000 General Session
16-6a-602 - Number and classes.
(1) A nonprofit corporation may have: one or more classes of voting or nonvoting members; andone or more members in each class described in Subsection (1)(a).
(2) The bylaws may designate: the class or classes of members; andthe qualifications and rights of the members of each class of members including the matters or items for which voting members may vote.
Enacted by Chapter 300, 2000 General Session
16-6a-603 - Admission.
(1) The bylaws may establish: criteria or procedures for admission of members; andthe procedure for replacing:a member; ora membership interest.
(2) A person may not be admitted as a member without the person’s consent.
Amended by Chapter 197, 2002 General Session
16-6a-604 - Consideration.
Unless otherwise provided by the bylaws, a nonprofit corporation may admit members:
(1) for no consideration; or
(2) for such consideration as is determined by the board of directors.
Enacted by Chapter 300, 2000 General Session
16-6a-605 - Differences in rights and obligations of members.
Unless otherwise provided by this chapter or the bylaws:
(1) all voting members shall have the same rights and obligations with respect to voting and all other matters that this chapter specifically reserves to voting members; and
(2) with respect to matters not reserved under Subsection (1), all members, including voting members, shall have the same rights and obligations.
Enacted by Chapter 300, 2000 General Session
16-6a-606 - Transfers.
(1) Except as provided in Subsection (3), and unless otherwise provided in the articles of incorporation or the bylaws, a member of a nonprofit corporation may not transfer: a membership; orany right arising from a membership.
(2) Except as provided in Subsection (3), where transfer rights have been provided in the articles of incorporation or the bylaws of a nonprofit corporation, a restriction on transfer rights may not be binding with respect to a member holding a membership issued before the adoption of the restriction, unless the restriction is approved by the affected member.
(3) For a water company, unless otherwise provided by the articles of incorporation or bylaws, ownership of shares is transferrable.Any restriction on the transfer of ownership under Subsection (3)(a):shall be reasonable;shall be adopted in good faith and for a legitimate purpose;shall be adopted in the best interest of the water company and its shareholders; andmay not discriminate against any individual shareholder or class of shareholders, but in a company where there are classes or divisions of stock, restrictions may differ between the classes or divisions.Nothing in this section is intended to alter any right or remedy a shareholder may have under Sections 16-6a-612, 16-6a-808, 16-6a-809, 16-6a-822, 16-6a-824, and 16-6a-825, or any other applicable law.
Amended by Chapter 358, 2017 General Session
16-6a-607 - Creditor’s action against member.
A proceeding may not be brought by a creditor to reach the liability, if any, of a member to the nonprofit corporation unless:
(1) final judgment has been rendered in favor of the creditor against the nonprofit corporation; andexecution has been returned unsatisfied in whole or in part; or
(2) a proceeding described in Subsection (1) would be useless.
Enacted by Chapter 300, 2000 General Session
16-6a-608 - Resignation.
(1) Unless otherwise provided by the bylaws, a member may resign at any time.
(2) The resignation of a member does not relieve the member from any obligation or commitment the member may have to the nonprofit corporation incurred or made prior to resignation.
Enacted by Chapter 300, 2000 General Session
16-6a-609 - Termination, expulsion, or suspension.
(1) Unless otherwise provided by the bylaws, except pursuant to a procedure that is fair and reasonable: a member of a nonprofit corporation may not be expelled or suspended; andmembership in a nonprofit corporation may not be terminated or suspended.
(2) For purposes of this section, a procedure is fair and reasonable when either: the bylaws or a written policy of the board of directors set forth a procedure that provides:not less than 15 days prior written notice of: the expulsion, suspension, or termination; andthe reasons for the expulsion, suspension, or termination; andan opportunity for the member to be heard: orally or in writing;not less than five days before the effective date of the expulsion, suspension, or termination; andby one or more persons authorized to decide that the proposed expulsion, termination, or suspension not take place; orit is fair and reasonable taking into consideration all of the relevant facts and circumstances.
(3) For purposes of this section, any written notice given by mail shall be given by first-class or certified mail sent to the last address of the member shown on the nonprofit corporation’s records.
(4) Unless otherwise provided by the bylaws, any proceeding challenging an expulsion, suspension, or termination, including a proceeding in which defective notice is alleged, shall be commenced within one year after the effective date of the expulsion, suspension, or termination.
(5) Unless otherwise provided by the bylaws, a member who has been expelled or suspended may be liable to the nonprofit corporation for dues, assessments, or fees as a result of an obligation incurred or commitment made prior to the effective date of the expulsion or suspension.
(6) A mutual benefit corporation that complies with Section 70A-8-409.1 is considered to have followed a fair and reasonable procedure for purposes of this section without the existence of a written policy or bylaw otherwise required by this section.
Amended by Chapter 311, 2011 General Session
16-6a-610 - Purchase of memberships.
(1) Unless otherwise provided in the articles of incorporation or the bylaws, a nonprofit corporation may not purchase the membership of a member: who resigns; orwhose membership is terminated.
(2) If so authorized, a nonprofit corporation may purchase the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditions set forth in or authorized by:its articles of incorporation or its bylaws; oragreement with the affected member.A payment permitted under Subsection (2)(a) may not violate:Section 16-6a-1301; orany other provision of this chapter.
(3) A mutual benefit corporation may purchase a member’s membership if, after the purchase is completed: the mutual benefit corporation would be able to pay its debts as they become due in the usual course of its activities; andthe mutual benefit corporation’s total assets would at least equal the sum of its total liabilities.
(4) A water company may purchase the shares of a shareholder who is delinquent in payment of shareholder assessments, in accordance with Chapter 4, Share Assessment Act.
Amended by Chapter 358, 2017 General Session
16-6a-611 - Property rights.
(1) A member has no right relating to management, control, purpose, or duration of the nonprofit corporation, except as provided by: the articles of incorporation or the bylaws of a mutual benefit corporation; orother applicable law.
(2) Unless otherwise provided by agreement, articles of incorporation, or the bylaws of a water company, and subject to the general liabilities and obligations of the water company, a shareholder in a water company has: an equitable, beneficial interest in the use of the water supply of the water company, proportionate to the shareholder’s shares in the water company, which is an interest in real property; andthe right to have the shareholder’s proportionate share of the water delivered through a diversion structure, ditch, canal, storage and distribution facility, or other appurtenance of the water company, in accordance with:the distribution method of the water company; oran approved change application under Section 73-3-3.5.
Amended by Chapter 358, 2017 General Session
16-6a-612 - Derivative suits.
(1) Without affecting the right of a member or director to bring a proceeding against a nonprofit corporation or its directors or officers, a proceeding may be brought in the right of a nonprofit corporation to procure a judgment in its favor by a complainant who is: a voting member; ora director in a nonprofit corporation that does not have voting members.
(2) A complainant may not commence or maintain a derivative proceeding unless the complainant: is a voting member, or a director in a nonprofit corporation that does not have voting members, at the time the proceeding is brought; andfairly and adequately represents the nonprofit corporation’s interests in enforcing the nonprofit corporation’s right.
(3) A complainant may not commence a derivative proceeding until:a written demand is made upon the nonprofit corporation to take suitable action; and90 days have expired from the date the demand described in Subsection (3)(a)(i) is made, unless: the complainant is notified before the 90-day period expires that the demand is rejected by the nonprofit corporation; orirreparable injury to the nonprofit corporation would result by waiting for the 90-day period’s expiration.A complaint in a derivative proceeding shall be:verified; andallege with particularity the demand made to obtain action by the board of directors.A derivative proceeding shall comply with the procedures of Utah Rules of Civil Procedure, Rule 23.1.The court shall stay any derivative proceeding until the inquiry is completed and for an additional period as the court considers appropriate if:the nonprofit corporation commences an inquiry into the allegations made in the demand or complaint; anda person or group described in Subsection (4) is conducting an active review of the allegations in good faith.If a nonprofit corporation proposes to dismiss a derivative proceeding pursuant to Subsection (4)(a), discovery by a complainant in the derivative proceeding:is limited to facts relating to: whether the person or group conducting the inquiry is independent and disinterested;the good faith of the inquiry; andthe reasonableness of the procedures followed by the person or group conducting the inquiry; andmay not extend to any facts or substantive issues with respect to the act, omission, or other matter that is the subject matter of the derivative proceeding.
(4) A derivative proceeding shall be dismissed by the court on motion by the corporation if a person or group specified in Subsection (4)(b) or (4)(f) determines in good faith, after conducting a reasonable inquiry upon which the person’s or group’s conclusions are based, that the maintenance of the derivative proceeding is not in the best interest of the nonprofit corporation.Unless a panel is appointed pursuant to Subsection (4)(f), the determination in Subsection (4)(a) shall be made by:a majority vote of independent directors present at a meeting of the board of directors, if the independent directors constitute a quorum; ora majority vote of a committee consisting of two or more independent directors appointed by a majority vote of independent directors present at a meeting of the board of directors, whether or not the independent directors appointing the committee constituted a quorum.None of the following by itself causes a director to be considered not independent for purposes of this section:the nomination or election of the director by persons: who are defendants in the derivative proceeding; oragainst whom action is demanded;the naming of the director as: a defendant in the derivative proceeding; ora person against whom action is demanded; orthe approval by the director of the act being challenged in the derivative proceeding or demand if the act resulted in no personal benefit to the director.If a derivative proceeding is commenced after a determination is made rejecting a demand by a complainant, the complaint shall allege with particularity facts establishing either:that a majority of the board of directors did not consist of independent directors at the time the determination was made; orthat the requirements of Subsection (4)(a) are not met.If a majority of the board of directors does not consist of independent directors at the time the determination is made to reject a demand by a shareholder, the corporation has the burden of proving that the requirements of Subsection (4)(a) are met.If a majority of the board of directors consists of independent directors at the time the determination is made to reject a demand by a complainant, the plaintiff has the burden of proving that the requirements of Subsection (4)(a) are not met.The court may appoint a panel of one or more independent persons upon motion by the corporation to make a determination whether the maintenance of the derivative proceeding is in the best interest of the corporation.If the court appoints a panel under Subsection (4)(f)(i), the plaintiff has the burden of proving that the requirements of Subsection (4)(a) are not met.A person may appeal an interlocutory order of a court that grants or denies a motion to dismiss brought pursuant to Subsection (4)(a).
(5) On termination of a derivative proceeding the court may order: the nonprofit corporation to pay the plaintiff’s reasonable expenses, including attorney fees, incurred in the proceeding, if it finds that the proceeding results in a substantial benefit to the nonprofit corporation;the plaintiff to pay a defendant’s reasonable expenses, including attorney fees, incurred in defending the proceeding, if it finds that the proceeding was commenced or maintained:without reasonable cause; orfor an improper purpose; ora party to pay an opposing party’s reasonable expenses, including attorney fees, incurred because of the filing of a pleading, motion, or other paper, if the court finds that the pleading, motion, or other paper was:not well grounded in fact, after reasonable inquiry; ornot warranted by existing law or a good faith argument for the extension, modification, or reversal of existing law; andinterposed for an improper purpose, such as to: harass;cause unnecessary delay; orcause needless increase in the cost of litigation.
Amended by Chapter 228, 2006 General Session
16-6a-613 - Delegates.
(1) A nonprofit corporation may provide in its bylaws for delegates having some or all of the authority of members.
(2) The bylaws may set forth provisions relating to: the characteristics, qualifications, rights, limitations, and obligations of delegates, including their selection and removal;calling, noticing, holding, and conducting meetings of delegates; andcarrying on corporate activities during and between meetings of delegates.
Enacted by Chapter 300, 2000 General Session
Member Meetings and Voting
16-6a-701 - Annual and regular meetings.
(1) Unless the bylaws eliminate the requirement for holding an annual meeting, a nonprofit corporation that has voting members shall hold a meeting of the voting members annually: at a time and date stated in or fixed in accordance with the bylaws; orif a time and date is not stated in or fixed in accordance with the bylaws, at a time and date stated in or fixed in accordance with a resolution of the board of directors.
(2) A nonprofit corporation with members may hold regular membership meetings at: a time and date stated in or fixed in accordance with the bylaws; orif a time and date is not stated in or fixed in accordance with the bylaws, at a time and date stated in or fixed in accordance with a resolution of the board of directors.
(3) Annual and regular membership meetings may be held in or out of this state:at the place stated in or fixed in accordance with the bylaws; orif no place is stated in or fixed in accordance with the bylaws, at a place stated in or fixed in accordance with a resolution of the board of directors.If no place is stated or fixed in accordance with Subsection (3)(a), annual and regular meetings shall be held at the nonprofit corporation’s principal office.
(4) The failure to hold an annual or regular meeting at the time and date determined pursuant to Subsection (1) does not: affect the validity of any corporate action; orwork a forfeiture or dissolution of the nonprofit corporation.
Enacted by Chapter 300, 2000 General Session
16-6a-702 - Special meetings.
(1) A nonprofit corporation shall hold a special meeting of its members: on call of:its board of directors; orthe person or persons authorized by the bylaws or resolution of the board of directors to call a special meeting; orunless otherwise provided by the bylaws, if the nonprofit corporation receives one or more written demands for the meeting, that:state the purpose or purposes for which the meeting is to be held; andare signed and dated by members holding at least 10% of all the votes entitled pursuant to the bylaws to be cast on any issue proposed to be considered at the meeting.
(2) If not otherwise fixed under Section 16-6a-703 or 16-6a-706, the record date for determining the members entitled to demand a special meeting pursuant to Subsection (1)(b) is the later of the date of: the earliest of any of the demands pursuant to which the meeting is called; orthe date that is 60 days before the date the first of the demands is received by the nonprofit corporation.
(3) If a notice for a special meeting demanded pursuant to Subsection (1)(b) is not given pursuant to Section 16-6a-704 within 30 days after the date the written demand is delivered to a corporate officer, regardless of the requirements of Subsection (4), a person signing the demand may: set the time and place of the meeting; andgive notice pursuant to Section 16-6a-704.
(4) A special meeting of the members may be held in or out of this state:at the place stated in or fixed in accordance with the bylaws; orif a place is not stated in or fixed in accordance with the bylaws, at a place stated in or fixed in accordance with a resolution of the board of directors.If no place is stated or fixed in accordance with Subsection (3)(a) or (4)(a), a special meeting of the members shall be held at the nonprofit corporation’s principal office.
(5) Unless otherwise provided by the bylaws, only business within the purposes described in the notice of the meeting required by Subsection 16-6a-704(3) may be conducted at a special meeting of the members.
Enacted by Chapter 300, 2000 General Session
16-6a-703 - Court-ordered meeting.
(1) A voting member entitled to participate in an annual meeting may petition a court with jurisdiction under Title 78A, Judiciary and Judicial Administration, if an annual meeting was required to be held and was not held within 15 months after:the corporation’s last annual meeting; orif there has been no annual meeting, the date of incorporation.A person who participated in a call of or demand for a special meeting effective under Subsection 16-6a-702(1) may petition a court with jurisdiction under Title 78A, Judiciary and Judicial Administration, if: notice of the special meeting was not given within 30 days afterthe date of the call orthe date the last of the demands necessary to require the calling of the meeting was received by the nonprofit corporation pursuant to Subsection 16-6a-702(1)(b); orthe special meeting was not held in accordance with the notice.
(2) If a petition is filed under this section, the court may summarily order the holding of a meeting of the members.
(3) A court that orders a meeting under Subsection (2) may: fix the time and place of the meeting;determine the members entitled to participate in the meeting;specify a record date for determining members entitled to notice of and to vote at the meeting;prescribe the form and content of the notice of the meeting;fix the quorum required for specific matters to be considered at the meeting; ordirect that the votes represented at the meeting constitute a quorum for action on the specific matters to be considered at the meeting; andenter other orders necessary or appropriate to accomplish the holding of the meeting.
Amended by Chapter 401, 2023 General Session
16-6a-704 - Notice of meeting.
(1) A nonprofit corporation shall give to each member entitled to vote at the meeting notice consistent with its bylaws of meetings of members in a fair and reasonable manner.
(2) Any notice that conforms to the requirements of Subsection (3) is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered.
(3) Notice is fair and reasonable if: the nonprofit corporation notifies its members of the place, date, and time of each annual, regular, and special meeting of members:no fewer than 10 days before the meeting;if notice is mailed by other than first-class or registered mail, no fewer than 30 days, nor more than 60 days before the meeting date; andif notice is given: by newspaper as provided in Subsection 16-6a-103(2)(b)(i)(A), by publication three separate times with:the first of the publications no more than 60 days before the meeting date; andthe last of the publications no fewer than 10 days before the meeting date; andby publication in accordance with Section 45-1-101; andas provided in Subsection 16-6a-103(2)(b)(i)(B), for 60 days before the meeting date;the notice of an annual or regular meeting includes a description of any matter or matters that:must be approved by the members; orfor which the members’ approval is sought under Sections 16-6a-825, 16-6a-910, 16-6a-1003, 16-6a-1010, 16-6a-1102, 16-6a-1202, and 16-6a-1402; andunless otherwise provided by this chapter or the bylaws, the notice of a special meeting includes a description of the purpose or purposes for which the meeting is called.
(4) Unless otherwise provided by the bylaws, if an annual, regular, or special meeting of members is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place, if the new date, time, or place is announced at the meeting before adjournment.Notwithstanding Subsection (4)(a), if a new record date for the adjourned meeting is or shall be fixed under Section 16-6a-706, notice of the adjourned meeting shall be given under this section to the members of record as of the new record date.
(5) When giving notice of an annual, regular, or special meeting of members, a nonprofit corporation shall give notice of a matter a member intends to raise at the meeting if: requested in writing to do so by a person entitled to call a special meeting; andthe request is received by the secretary or president of the nonprofit corporation at least 10 days before the nonprofit corporation gives notice of the meeting.
Amended by Chapter 388, 2009 General Session
16-6a-705 - Waiver of notice.
(1) A member may waive any notice required by this chapter or by the bylaws, whether before or after the date or time stated in the notice as the date or time when any action will occur or has occurred.A waiver described in Subsection (1) shall be:in writing;signed by the member entitled to the notice; anddelivered to the nonprofit corporation for: inclusion in the minutes; orfiling with the corporate records.A waiver satisfies the requirements of Subsection (1)(b) if communicated by electronic transmission.The delivery and filing required under Subsection (1)(b) may not be conditions of the effectiveness of the waiver.
(2) A member’s attendance at a meeting: waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting because of lack of notice or defective notice; andwaives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented.
Amended by Chapter 240, 2015 General Session
16-6a-706 - Record date — Determining members entitled to notice and vote.
(1) The bylaws may fix or provide the manner of fixing a date as the record date for determining the members entitled to notice of a members’ meeting.If the bylaws do not fix or provide for fixing a record date described in Subsection (1)(a), the board of directors may fix a future date as the record date.If a record date is not fixed in accordance with Subsection (1)(a) or (b), members entitled to notice of the meeting are the members of the nonprofit corporation:at the close of business on the business day preceding the day on which notice is given; orif notice is waived, at the close of business on the business day preceding the day on which the meeting is held.
(2) The bylaws may fix or provide the manner of fixing a date as the record date for determining the members entitled to vote at a members’ meeting.If the bylaws do not fix or provide for fixing a record date described in Subsection (2)(a), the board may fix a future date as the record date.If a record date is not fixed in accordance with Subsection (2)(a) or (b), members entitled to vote at the meeting are the members of the nonprofit corporation:on the date of the meeting; andwho are otherwise eligible to vote.
(3) The bylaws may fix or provide the manner for determining a date as the record date for the purpose of determining the members entitled to exercise any rights in respect of any other lawful action.If the bylaws do not fix or provide for fixing a record date described in Subsection (3)(a), the board of directors may fix a future date as the record date.If a record date is not fixed in accordance with Subsection (3)(a) or (b), members entitled to exercise the right are members of the nonprofit corporation at the later of:the close of business on the day on which the board adopts the resolution relating to the exercise of the right; orthe close of business on the 60th day before the date of the exercise of the right.
(4) A record date fixed under this section may not be more than 70 days before the meeting or action requiring a determination of members occurs.
(5) A determination of members entitled to notice of or to vote at a meeting of members is effective for any adjournment of the meeting unless the board of directors fixes a new date for determining the right to notice or the right to vote.The board of directors shall fix a new date for determining the right to notice or the right to vote if the meeting is adjourned to a date more than 120 days after the record date for determining members entitled to notice of the original meeting.
(6) If a court orders a meeting adjourned to a date more than 120 days after the date fixed for the original meeting, the court may: provide that the original record date for notice or voting continues in effect; orfix a new record date for notice or voting.
Amended by Chapter 197, 2002 General Session
16-6a-707 - Action without meeting.
(1) Unless otherwise provided in the articles of incorporation and Subsection (5), and subject to the limitations of Subsection 16-6a-1704(3), any action that may be taken at any annual or special meeting of members may be taken without a meeting and without prior notice, if one or more consents in writing, setting forth the action taken, are signed by the members having not less than the minimum voting power that would be necessary to authorize or take the action at a meeting at which all members entitled to vote on the action were present and voted.
(2) Unless the written consents of all members entitled to vote have been obtained, notice of any member approval without a meeting shall be given at least 10 days before the consummation of the transaction, action, or event authorized by the member action to:those members entitled to vote who have not consented in writing; andthose members: not entitled to vote; andto whom this chapter requires that notice of the proposed action be given.The notice required pursuant to Subsection (2)(a) shall contain or be accompanied by the same material that under this chapter would have been required to be sent in a notice of meeting at which the proposed action would have been submitted to the members for action.
(3) Any member giving a written consent, or the member’s proxyholder or a personal representative of the member or their respective proxyholder, may revoke the consent by a signed writing: describing the action;stating that the member’s prior consent is revoked; andthat is received by the nonprofit corporation prior to the effectiveness of the action.
(4) A member action taken pursuant to this section is not effective unless all written consents on which the nonprofit corporation relies for the taking of an action pursuant to Subsection (1) are:received by the nonprofit corporation within a 60-day period; andnot revoked pursuant to Subsection (3).Action taken by the members pursuant to this section is effective:as of the date the last written consent necessary to effect the action is received by the nonprofit corporation; orif all of the written consents necessary to effect the action specify a later date as the effective date of the action, the later date specified in the consents.If the nonprofit corporation has received written consents in accordance with Subsection (1) signed by all members entitled to vote with respect to the action, the effective date of the member action may be any date that is specified in all the written consents as the effective date of the member action.Unless otherwise provided by the bylaws, a member may deliver a written consent under this section by an electronic transmission that provides the nonprofit corporation with a complete copy of the written consent.An electronic transmission consenting to an action under this section is considered to be written, signed, and dated for purposes of this section if the electronic transmission is delivered with information from which the corporation can determine: that the electronic transmission is transmitted by the member; andthe date on which the electronic transmission is transmitted.The date on which an electronic transmission is transmitted is considered the date on which a consent is signed.
(5) Notwithstanding Subsection (1), directors may not be elected by written consent except by unanimous written consent of all members entitled to vote for the election of directors.
(6) If not otherwise determined under Section 16-6a-703 or 16-6a-706, the record date for determining the members entitled to take action without a meeting or entitled to be given notice under Subsection (2) of action taken without a meeting is the date the first member delivers to the nonprofit corporation a writing upon which the action is taken pursuant to Subsection (1).
(7) Action taken under this section has the same effect as action taken at a meeting of members and may be so described in any document.
Amended by Chapter 240, 2015 General Session
16-6a-708 - Meetings by telecommunication.
(1) Unless otherwise provided in the bylaws, any or all of the members may participate in an annual, regular, or special meeting of the members by, or the meeting may be conducted through the use of, any means of communication by which all persons participating in the meeting may hear each other during the meeting.
(2) A member participating in a meeting by a means permitted under Subsection (1) is considered to be present in person at the meeting.
Enacted by Chapter 300, 2000 General Session
16-6a-709 - Action by written ballot.
(1) Unless otherwise provided by the bylaws, any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the nonprofit corporation delivers a written ballot to every member entitled to vote on the matter.
(2) A written ballot described in Subsection (1) shall: set forth each proposed action; andprovide an opportunity to vote for or against each proposed action.
(3) Approval by written ballot pursuant to this section shall be valid only when:the time, as determined under Subsection (8), by which all ballots must be received by the nonprofit corporation has passed so that a quorum can be determined; andthe number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.Unless otherwise provided in this chapter or in accordance with Section 16-6a-716, for purposes of taking action by written ballot the number of votes cast by written ballot pursuant to this section constitute a quorum for action on the matter.
(4) All solicitations for votes by written ballot shall: indicate the number of responses needed to meet the quorum requirements;state the percentage of approvals necessary to approve each matter other than election of directors;specify the time by which a ballot must be received by the nonprofit corporation in order to be counted; andbe accompanied by written information sufficient to permit each person casting the ballot to reach an informed decision on the matter.
(5) Unless otherwise provided by the bylaws, a written ballot may not be revoked.
(6) Action taken under this section has the same effect as action taken at a meeting of members and may be described as such in any document.
(7) Unless otherwise provided by the bylaws, a written ballot delivered to every member entitled to vote on the matter or matters therein, as described in this section, may also be used in connection with any annual, regular, or special meeting of members, thereby allowing members the choice of either voting in person or by written ballot delivered by a member to the nonprofit corporation in lieu of attendance at such meeting. Any written ballot shall comply with the requirements of Subsection (2) and shall be counted equally with the votes of members in attendance at any meeting for every purpose, including satisfaction of a quorum requirement.
(8) Members shall be provided a fair and reasonable amount of time before the day on which the nonprofit corporation must receive ballots.An amount of time is considered to be fair and reasonable if:members are given at least 15 days from the day on which the notice is mailed, if the notice is mailed by first-class or registered mail;members are given at least 30 days from the day on which the notice is mailed, if the notice is mailed by other than first-class or registered mail; orconsidering all the circumstances, the amount of time is otherwise reasonable.
Amended by Chapter 378, 2010 General Session
16-6a-710 - Members’ list for meeting and action by written ballot.
(1) Unless otherwise provided by the bylaws, after fixing a record date for a notice of a meeting or for determining the members entitled to take action by written ballot, a nonprofit corporation shall prepare a list of the names of all the nonprofit corporation’s members who are:entitled to notice of the meeting; andto vote at the meeting; orto take the action by written ballot.The list required by Subsection (1) shall:be arranged by voting group;be alphabetical within each voting group;show the address of each member entitled to notice of, and to vote at, the meeting or to take such action by written ballot; andshow the number of votes each member is entitled to vote at the meeting or by written ballot.
(2) If prepared in connection with a meeting of the members, the members’ list required by Subsection (1) shall be available for inspection by any member entitled to vote at the meeting:beginning the earlier of:10 days before the meeting for which the list was prepared; ortwo business days after notice of the meeting is given; andcontinuing through the meeting, and any adjournment of the meeting; andat the nonprofit corporation’s principal office; orat a place identified in the notice of the meeting in the city where the meeting will be held.The nonprofit corporation shall make the members’ list required by Subsection (1) available at the meeting.Any member entitled to vote at the meeting or an agent or attorney of a member entitled to vote at the meeting is entitled to inspect the members’ list at any time during the meeting or any adjournment.A member entitled to vote at the meeting, or an agent or attorney of a member entitled to vote at the meeting, is entitled on written demand to inspect and, subject to Subsection 16-6a-1602(3) and Subsections 16-6a-1603(2) and (3), to copy a members’ list required by Subsection (1):during: regular business hours; andthe period it is available for inspection; andat the member’s expense.
(3) A member of a nonprofit corporation may petition a court with jurisdiction under Title 78A, Judiciary and Judicial Administration, if the nonprofit corporation refuses to allow a member entitled to vote at the meeting or by the written ballot, or an agent or attorney of a member entitled to vote at the meeting or by the written ballot, to inspect or copy the members’ list during the period the nonprofit corporation is required to be available for inspection under Subsection (2).If a petition is filed under Subsection (3)(a), the court may:summarily order the inspection or copying of the members’ list at the nonprofit corporation’s expense; anduntil the inspection or copying is complete: postpone or adjourn the meeting for which the members’ list was prepared; orpostpone the time when the nonprofit corporation must receive written ballots in connection with which the members’ list was prepared.
(4) If a court orders inspection or copying of a members’ list pursuant to Subsection (3), unless the nonprofit corporation proves that it refused inspection or copying of the list in good faith because it had a reasonable basis for doubt about the right of the member or the agent or attorney of the member to inspect or copy the members’ list: the court shall order the nonprofit corporation to pay the member’s costs, including reasonable counsel fees, incurred in obtaining the order;the court may order the nonprofit corporation to pay the member for any damages the member incurred; andthe court may grant the member any other remedy afforded the member by law.
(5) If a court orders inspection or copying of a members’ list pursuant to Subsection (3), the court may impose reasonable restrictions on the use or distribution of the list by the member.
(6) Failure to prepare or make available the members’ list does not affect the validity of action taken at the meeting or by means of the written ballot.
Amended by Chapter 401, 2023 General Session
16-6a-711 - Voting entitlement generally.
(1) Unless otherwise provided by the bylaws: only voting members may vote with respect to any matter required or permitted under this chapter to be submitted to a vote of the members;all references in this chapter to votes of or voting by the members permit voting only by the voting members; andvoting members may vote with respect to all matters required or permitted under this chapter to be submitted to a vote of the members.
(2) Unless otherwise provided by the bylaws, each member entitled to vote may cast: one vote on each matter submitted to a vote of members for nonprofit corporations other than those in Subsection (2)(b); andone vote for each share held by the member on each matter submitted for a vote of members if the nonprofit corporation issues shares to its members.
(3) Unless otherwise provided by the bylaws, if a membership stands of record in the names of two or more persons, the membership’s acts with respect to voting have the following effect: If only one votes, the act binds all of the persons whose membership is jointly held.If more than one votes, the vote is divided on a pro-rata basis.
Amended by Chapter 240, 2015 General Session
16-6a-712 - Proxies.
(1) Unless otherwise provided by the bylaws, a member entitled to vote may vote or otherwise act in person or by proxy.
(2) Without limiting the manner in which a member may appoint a proxy to vote or otherwise act for the member, Subsections (2)(a) and (b) constitute valid means of appointing a proxy. A member may appoint a proxy by signing an appointment form, either personally or by the member’s attorney-in-fact.Subject to Subsection (2)(b)(ii) a member may appoint a proxy by transmitting or authorizing the transmission of a telegram, teletype, facsimile, or other electronic transmission providing a written statement of the appointment to: the proxy;a proxy solicitor;a proxy support service organization;another person duly authorized by the proxy to receive appointments as agent for the proxy; orthe nonprofit corporation.An appointment transmitted under Subsection (2)(b)(i) shall set forth or be transmitted with written evidence from which it can be determined that the member transmitted or authorized the transmission of the appointment.
(3) An appointment of a proxy is effective against the nonprofit corporation when received by the nonprofit corporation, including receipt by the nonprofit corporation of an appointment transmitted pursuant to Subsection (2)(b).An appointment is valid for 11 months unless a different period is expressly provided in the appointment form.
(4) Any complete copy, including an electronic transmission, of an appointment of a proxy may be substituted for or used in lieu of the original appointment for any purpose for which the original appointment could be used.
(5) An appointment of a proxy is revocable by the member.
(6) An appointment of a proxy is revoked by the person appointing the proxy: attending any meeting and voting in person; orsigning and delivering to the secretary or other officer or agent authorized to tabulate proxy votes:a writing stating that the appointment of the proxy is revoked; ora subsequent appointment form.
(7) The death or incapacity of the member appointing a proxy does not affect the right of the nonprofit corporation to accept the proxy’s authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises the proxy’s authority under the appointment.
(8) Subject to Section 16-6a-713 and to any express limitation on the proxy’s authority appearing on the appointment form, a nonprofit corporation is entitled to accept the proxy’s vote or other action as that of the member making the appointment.
Amended by Chapter 240, 2015 General Session
16-6a-713 - Nonprofit corporation’s acceptance of votes.
(1) If the name signed on any of the following corresponds to the name of a member, the nonprofit corporation, if acting in good faith, may accept and give the following effect as the act of the member: a vote;a consent;a written ballot;a waiver;a proxy appointment; ora proxy appointment revocation.
(2) If the name signed on any writing listed in Subsection (1) does not correspond to the name of a member, the nonprofit corporation, if acting in good faith, may accept the writing and give it effect as the act of the member if: the member is an entity; andthe name signed purports to be that of an officer or agent of the entity;the name signed purports to be that of an administrator, executor, guardian, or conservator representing the member; andevidence of fiduciary status acceptable to the nonprofit corporation with respect to the writing listed in Subsection (1) that: has been requested by the nonprofit corporation; andis presented to the nonprofit corporation;the name signed purports to be that of a receiver or trustee in bankruptcy of the member; andevidence of this status acceptable to the nonprofit corporation with respect to the writing listed in Subsection (1) that: has been requested by the nonprofit corporation; andis presented to the nonprofit corporation;the name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the member; andevidence acceptable to the nonprofit corporation of the signatory’s authority to sign for the member has been presented with respect to the writing listed in Subsection (1) that: has been requested by the nonprofit corporation; andis presented to the nonprofit corporation;two or more persons are the member as cotenants or fiduciaries;the name signed purports to be the name of at least one of the cotenants or fiduciaries; andthe person signing appears to be acting on behalf of all the cotenants or fiduciaries; orthe acceptance of the writing listed in Subsection (1) is otherwise proper under rules established by the nonprofit corporation that are not inconsistent with this Subsection (2).
(3) The nonprofit corporation is entitled to reject a writing listed in Subsection (1) if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about: the validity of the signature on it; orthe signatory’s authority to sign for the member.
(4) The nonprofit corporation and its officer or agent who accepts or rejects a writing listed in Subsection (1) in good faith and in accordance with the standards of this section are not liable in damages for the consequences of the acceptance or rejection.
(5) Corporate action based on the acceptance or rejection of a writing listed in Subsection (1) under this section is valid unless a court of competent jurisdiction determines otherwise.
Enacted by Chapter 300, 2000 General Session
16-6a-714 - Quorum and voting requirements for voting groups.
(1) Members entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those members exists with respect to that matter.Unless otherwise provided in this chapter or in accordance with Section 16-6a-716, at a meeting of the voting group, the members of the voting group that are represented for any purpose at the meeting constitute a quorum of that voting group for action on a matter.
(2) Once a member is represented for any purpose at a meeting, including the purpose of determining that a quorum exists, the member is considered present for quorum purposes: for the remainder of the meeting; andfor any adjournment of that meeting, unless:otherwise provided in the bylaws; ora new record date is or shall be set for that adjourned meeting.
(3) Action on a matter other than the election of directors by a voting group is approved if: a quorum exists;the votes cast within the voting group favoring the action exceed the votes cast within the voting group opposing the action; anda greater number of affirmative votes is not required by this chapter or the bylaws.
(4) The election of directors is governed by Section 16-6a-717.
Amended by Chapter 13, 2001 Special Session 1
16-6a-715 - Action by single and multiple voting groups.
(1) If this chapter or the bylaws provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in Section 16-6a-714.
(2) If this chapter or the bylaws provide for voting by two or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in Section 16-6a-714.One voting group may vote on a matter even though no action is taken by another voting group entitled to vote on the matter.
Enacted by Chapter 300, 2000 General Session
16-6a-716 - Greater quorum or voting requirements.
(1) The articles of incorporation or bylaws may provide for a greater: quorum requirement for members or voting groups than is provided for by this chapter; orvoting requirement for members or voting groups than is provided by this chapter.
(2) Except as provided in Subsection (3), an amendment to the articles of incorporation or the bylaws that adds, changes, or deletes a greater quorum or voting requirement shall meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the greater of the quorum and voting requirements: then in effect; orproposed to be adopted.
(3) Notwithstanding Subsection (2), a nonprofit organization that is affiliated with a religious organization may make an amendment to the nonprofit organization’s articles of incorporation or bylaws in accordance with the direction of the religious organization’s religious authorities.
Amended by Chapter 191, 2023 General Session
16-6a-717 - Voting for directors — Cumulative voting.
(1) If the bylaws provide for cumulative voting for directors by the voting members, voting members may cumulatively vote, by: multiplying the number of votes the voting members are entitled to cast by the number of directors for whom they are entitled to vote; andcasting the product for a single candidate; ordistributing the product among two or more candidates.
(2) Cumulative voting is not authorized at a particular meeting unless: the meeting notice or statement accompanying the notice states that cumulative voting will take place; ora voting member gives notice during the meeting and before the vote is taken of the voting member’s intent to cumulate votes; andif one voting member gives this notice, all other voting members participating in the election are entitled to cumulate their votes without giving further notice.
(3) Unless otherwise provided in the bylaws, in an election of multiple directors, that number of candidates equaling the number of directors to be elected, having the highest number of votes cast in favor of their election, are elected to the board of directors.Unless otherwise provided in the bylaws, when only one director is being voted upon, the candidate having the highest number of votes cast in his or her favor is elected to the board of directors.
Amended by Chapter 127, 2001 General Session
16-6a-718 - Voting agreements.
(1) Two or more members may provide for the manner in which they will vote by signing an agreement for that purpose.
(2) A voting agreement created under this section is specifically enforceable.
Enacted by Chapter 300, 2000 General Session
Directors and Officers
16-6a-801 - Requirement for board of directors.
(1) A nonprofit corporation shall have a board of directors.
(2) Except as may otherwise be provided in this chapter, including Subsection (2)(b), all corporate powers shall be exercised by or under the authority of, and the business and affairs of the nonprofit corporation managed under the direction of, the board of directors.The articles of incorporation may authorize one or more persons to exercise some or all of the powers that would otherwise be exercised by the board of directors.To the extent the articles of incorporation authorize a person other than the board of directors to have the authority and perform a duty of the board of directors, the directors shall be relieved to that extent from such authority and duty.
(3) The board of directors may be divided into classes, each with such respective rights and duties as the articles of incorporation or bylaws may provide.
(4) The board of directors and the directors may be known by any other name designated in the bylaws.
Amended by Chapter 240, 2015 General Session
16-6a-802 - Qualifications of directors.
(1) A director shall be: a natural person; and18 years of age or older.
(2) The bylaws may prescribe other qualifications for directors in addition to the requirements under Subsection (1).
(3) A director need not be a resident of this state or a member of the nonprofit corporation unless required by the bylaws.
Enacted by Chapter 300, 2000 General Session
16-6a-803 - Number of directors.
(1) A board of directors shall consist of three or more directors, with the number specified in, or fixed in accordance with, the bylaws.
(2) The bylaws may establish, or permit the voting members or the board of directors to establish, a range for the size of the board of directors by fixing a minimum and maximum number of directors.If a range for the size of the board of directors is established in accordance with Subsection (2)(a), the number of directors may be fixed or changed from time to time within the range by:the voting members; orthe board of directors.
Enacted by Chapter 300, 2000 General Session
16-6a-804 - Election, appointment, and designation of directors.
(1) All directors except the initial directors shall be elected, appointed, or designated as provided in the bylaws.If no method of election, appointment, or designation is set forth in the bylaws, the directors other than the initial directors shall be elected as follows:if the nonprofit corporation has voting members, all directors except the initial directors shall be elected by the voting members at each annual meeting of the voting members; andif the nonprofit corporation does not have voting members, all directors except the initial directors shall be elected by the board of directors.
(2) The bylaws may authorize the election of all or a specified number or portion of directors, except the initial directors, by:the members of one or more voting groups of voting members; orthe directors of one or more authorized classes of directors.A class of voting members or directors entitled to elect one or more directors is a separate voting group for purposes of the election of directors.
(3) The bylaws may authorize the appointment of one or more directors by one or more persons, or by the holder of the office or position, as the bylaws shall specify.
(4) The bylaws may provide for election of directors by voting members or delegates: on the basis of chapter or other organizational unit;by region or other geographic unit;by preferential voting; orby any other reasonable method.
(5) For purposes of this chapter, designation occurs when the bylaws: name an individual as a director; ordesignate the holder of some office or position as a director.
Enacted by Chapter 300, 2000 General Session
16-6a-805 - Terms of directors generally.
(1) The bylaws may specify the terms of directors.In the absence of any term specified in the bylaws, the term of each director shall be one year.Unless otherwise provided in the bylaws, directors may be elected for successive terms.
(2) Unless otherwise provided in the bylaws, the terms of the initial directors of a nonprofit corporation expire at the first meeting at which directors are elected or appointed.
(3) A decrease in the number of directors or in the term of office does not shorten an incumbent director’s term.
(4) Unless otherwise provided in the bylaws, the term of a director filling a vacancy expires at the end of the unexpired term that the director is filling, except that if a director is elected to fill a vacancy created by reason of an increase in the number of directors, the term of the director shall expire on the later of: the next meeting at which directors are elected; orthe term, if any, designated for the director at the time of the creation of the position being filled.
(5) Unless otherwise provided in the bylaws, despite the expiration of a director’s term, a director continues to serve until: the director’s successor is elected, appointed, or designated and qualifies; orthere is a decrease in the number of directors.
(6) A director whose term has expired may deliver to the division for filing a statement to that effect pursuant to Section 16-6a-1608.
Amended by Chapter 127, 2001 General Session
16-6a-806 - Staggered terms for directors.
(1) The bylaws may provide for staggering the terms of directors by dividing the total number of directors into any number of groups.
(2) The terms of office of the several groups permitted under Subsection (1) need not be uniform.
Enacted by Chapter 300, 2000 General Session
16-6a-807 - Resignation of directors.
(1) A director may resign at any time by giving written notice of resignation to the board’s chair, the nonprofit corporation’s secretary, or as otherwise provided in the bylaws.
(2) A resignation of a director is effective when the notice is received by the nonprofit corporation unless the notice specifies a later effective date.
(3) A director who resigns may deliver to the division for filing a statement that the director resigns pursuant to Section 16-6a-1608.
(4) The failure to attend or meet obligations shall be effective as a resignation at the time of the board of director’s vote to confirm the failure if: at the beginning of a director’s term on the board, the bylaws provide that a director may be considered to have resigned for failing to:attend a specified number of board meetings; ormeet other specified obligations of directors; andthe failure to attend or meet obligations is confirmed by an affirmative vote of the board of directors.
Amended by Chapter 240, 2015 General Session
16-6a-808 - Removal of directors.
(1) Directors elected by voting members or directors may be removed as provided in Subsections (1)(a) through (f). The voting members may remove one or more directors elected by them with or without cause unless the bylaws provide that directors may be removed only for cause.If a director is elected by a voting group, only that voting group may participate in the vote to remove that director.Unless otherwise provided in the bylaws, a director may be removed:when the director is elected by the voting members, only if a majority of the voting members votes to remove the director; orwhen the director is elected by a voting group, only if a majority of the voting group votes to remove the director.A director elected by voting members may be removed by the voting members only:at a meeting called for the purpose of removing that director; andif the meeting notice states that the purpose, or one of the purposes, of the meeting is removal of the director.An entire board of directors may be removed under Subsections (1)(a) through (d).Except as provided in Subsection (1)(f)(ii), a director elected by the board of directors may be removed with or without cause by the vote of a majority of the directors then in office or such greater number as is set forth in the bylaws.A director elected by the board of directors to fill the vacancy of a director elected by the voting members may be removed without cause by the voting members but not the board of directors.A director who is removed pursuant to this section may deliver to the division for filing a statement to that effect pursuant to Section 16-6a-1608.
(2) Unless otherwise provided in the bylaws: an appointed director may be removed without cause by the person appointing the director;the person described in Subsection (2)(a) shall remove the director by giving written notice of the removal to:the director; andthe nonprofit corporation; andunless the written notice described in Subsection (2)(b) specifies a future effective date, a removal is effective when the notice is received by both:the director to be removed; andthe nonprofit corporation.
(3) A designated director, as provided in Subsection 16-6a-804(5), may be removed by an amendment to the bylaws deleting or changing the designation.
(4) Removal of a director under this section is not affected by Subsection 16-6a-805(5).
Amended by Chapter 240, 2015 General Session
16-6a-809 - Removal of directors by judicial proceeding.
(1) A court may remove a director, in an action brought by the nonprofit corporation or by voting members holding at least 10% of the votes entitled to be cast in the election of the director’s successor, if the court finds that:the director engaged in: fraudulent or dishonest conduct; orgross abuse of authority or discretion with respect to the nonprofit corporation; ora final judgment has been entered finding that the director has violated a duty set forth in Section 16-6a-822; andremoval is in the best interests of the nonprofit corporation.
(2) The court that removes a director may bar the director for a period prescribed by the court from: reelection;reappointment; ordesignation.
(3) If voting members commence a proceeding under Subsection (1), the voting members shall make the nonprofit corporation a party defendant.
(4) A director who is removed pursuant to this section may deliver to the division for filing a statement to that effect pursuant to Section 16-6a-1608.
Amended by Chapter 401, 2023 General Session
16-6a-810 - Vacancy on board.
(1) Unless otherwise provided in the bylaws, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors: the voting members, if any, may fill the vacancy;the board of directors may fill the vacancy; orif the directors remaining in office constitute fewer than a quorum of the board of directors, the remaining directors may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
(2) Notwithstanding Subsection (1), unless otherwise provided in the bylaws, if the vacant office was held by a director elected by a voting group of voting members: if one or more of the remaining directors were elected by the same voting group of voting members:only the directors elected by the same voting group of voting members are entitled to vote to fill the vacancy if it is filled by directors; andthe directors elected by the same voting group of voting members may fill the vacancy by the affirmative vote of a majority of the directors remaining in office; andonly that voting group is entitled to vote to fill the vacancy if it is filled by the voting members.
(3) Notwithstanding Subsection (1) and unless otherwise provided in the bylaws, only the directors elected by the same voting group of directors are entitled to vote to fill the vacancy if: the vacant office was held by a director elected by a voting group of directors; andany persons in that voting group remain as directors.
(4) Unless otherwise provided in the bylaws, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy.
(5) If a vacant office was held by a designated director, as provided in Subsection 16-6a-804(5), the vacancy shall be filled as provided in the bylaws.In the absence of an applicable bylaw provision, the vacancy may not be filled by the board.
(6) A vacancy that will occur at a specific later date by reason of a resignation effective at a later date under Subsection 16-6a-807(2) or otherwise, may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.
Enacted by Chapter 300, 2000 General Session
16-6a-811 - Compensation of directors.
Unless otherwise provided in the bylaws, the board of directors may authorize and fix the compensation of directors.
Enacted by Chapter 300, 2000 General Session
16-6a-812 - Meetings.
(1) Unless the bylaws eliminate the requirement for holding an annual meeting, a nonprofit corporation that does not have voting members shall hold a meeting of the directors annually: at a time and date stated in or fixed in accordance with the bylaws; orif a time and date is not stated in or fixed in accordance with the bylaws, at a time and date stated in or fixed in accordance with a resolution of the board of directors.
(2) The board of directors may hold regular or special meetings in or out of this state.
(3) Unless otherwise provided in the bylaws, the board of directors may permit any director to participate in a meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may hear each other during the meeting.A director participating in a meeting by a means permitted under Subsection (2) is considered to be present in person at the meeting.
(4) The failure to hold an annual or regular meeting at the time and date determined pursuant to Subsection (1) or (2) does not: affect the validity of any corporate action; orresult in forfeiture or dissolution of the nonprofit corporation.
Amended by Chapter 228, 2006 General Session
16-6a-813 - Action without meeting.
(1) Unless otherwise provided in the bylaws, any action required or permitted by this chapter to be taken at a board of directors’ meeting may be taken without a meeting if all members of the board consent to the action in writing.Action is taken under Subsection (1)(a) at the time the last director signs a writing describing the action taken, unless, before that time, any director revokes a consent by a writing signed by the director and received by the secretary or any other person authorized by the bylaws or the board of directors to receive the revocation.Action under Subsection (1)(a) is effective at the time it is taken under Subsection (1)(a) unless the board of directors establishes a different effective date.
(2) Unless otherwise provided in the bylaws, any action required or permitted by this chapter to be taken at a board of directors’ meeting may be taken without a meeting if notice is transmitted in writing to each member of the board and each member of the board by the time stated in the notice:signs a writing for such action; orsigns a writing against such action, abstains in writing from voting, or fails to respond or vote; andfails to demand in writing that action not be taken without a meeting.The notice required by Subsection (2)(a) shall state:the action to be taken;the time by which a director must respond to the notice;that failure to respond by the time stated in the notice will have the same effect as: abstaining in writing by the time stated in the notice; andfailing to demand in writing by the time stated in the notice that action not be taken without a meeting; andany other matters the nonprofit corporation determines to include.Action is taken under this Subsection (2) only if at the end of the time stated in the notice transmitted pursuant to Subsection (2)(a):the affirmative votes in writing for the action received by the nonprofit corporation and not revoked pursuant to Subsection (2)(e) equal or exceed the minimum number of votes that would be necessary to take such action at a meeting at which all of the directors then in office were present and voted; andthe nonprofit corporation has not received a written demand by a director that the action not be taken without a meeting other than a demand that has been revoked pursuant to Subsection (2)(e).A director’s right to demand that action not be taken without a meeting shall be considered to have been waived unless the nonprofit corporation receives such demand from the director in writing by the time stated in the notice transmitted pursuant to Subsection (2)(a) and the demand has not been revoked pursuant to Subsection (2)(e).A director who in writing has voted, abstained, or demanded action not be taken without a meeting pursuant to this Subsection (2) may revoke the vote, abstention, or demand in writing received by the nonprofit corporation by the time stated in the notice transmitted pursuant to Subsection (2)(a).Unless the notice transmitted pursuant to Subsection (2)(a) states a different effective date, action taken pursuant to this Subsection (2) is effective at the end of the time stated in the notice transmitted pursuant to Subsection (2)(a).
(3) Unless otherwise provided by the bylaws, a communication under this section may be delivered by an electronic transmission.An electronic transmission communicating a vote, abstention, demand, or revocation under Subsection (2) is considered to be written, signed, and dated for purposes of this section if the electronic transmission is delivered with information from which the nonprofit corporation can determine:that the electronic transmission is transmitted by the director; andthe date on which the electronic transmission is transmitted.The date on which an electronic transmission is transmitted is considered the date on which the vote, abstention, demand, or revocation is signed.For purposes of this section, communications to the nonprofit corporation are not effective until received.
(4) Action taken pursuant to this section: has the same effect as action taken at a meeting of directors; andmay be described as an action taken at a meeting of directors in any document.
Amended by Chapter 69, 2016 General Session
16-6a-814 - Notice of meeting.
(1) A nonprofit corporation shall give to each director entitled to vote at an annual meeting notice of the annual meeting consistent with the nonprofit corporation’s bylaws in a fair and reasonable manner.Any notice that conforms to the requirements of Subsection (1)(c) is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered.Notice under Subsection (1)(a) is fair and reasonable if the nonprofit corporation notifies each director of the place, date, and time of the annual meeting:no fewer than 10 days before the meeting, unless otherwise provided by the bylaws;if notice is mailed by other than first-class or registered mail, no fewer than 30 days, nor more than 60 days before the meeting date; andif notice is given: by newspaper as provided in Subsection 16-6a-103(2)(b)(i)(A), by publication three separate times with:the first of the publications no more than 60 days before the meeting date; andthe last of the publications no fewer than 10 days before the meeting date; andas provided in Subsection 16-6a-103(2)(b)(i)(B); andfor 60 days before the meeting date.
(2) Unless otherwise provided in this chapter or in the bylaws, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting.
(3) Unless the bylaws provide for a longer or shorter period, special meetings of the board of directors shall be preceded by at least two days notice of the date, time, and place of the meeting.The notice required by Subsection (3)(a) need not describe the purpose of the special meeting unless otherwise required by this chapter or the bylaws.
Amended by Chapter 240, 2015 General Session
16-6a-815 - Waiver of notice.
(1) A director may waive any notice of a meeting before or after the time and date of the meeting stated in the notice.Except as provided by Subsection (2), the waiver shall be:in writing;signed by the director entitled to the notice; anddelivered to the nonprofit corporation for filing with the corporate records.A waiver satisfies the requirements of Subsection (1)(b) if communicated by electronic transmission.The delivery and filing required by Subsection (1)(b) may not be conditions of the effectiveness of the waiver.
(2) A director’s attendance at or participation in a meeting waives any required notice to that director of the meeting unless: at the beginning of the meeting or promptly upon the director’s later arrival, the director objects to holding the meeting or transacting business at the meeting because of lack of notice or defective notice; andafter objecting, the director does not vote for or assent to action taken at the meeting; orif special notice was required of a particular purpose pursuant to Subsection 16-6a-814(3):the director objects to transacting business with respect to the purpose for which the special notice was required; andafter objecting, the director does not vote for or assent to action taken at the meeting with respect to the purpose.
Amended by Chapter 240, 2015 General Session
16-6a-816 - Quorum and voting.
(1) Unless a greater or lesser number is required by the bylaws, a quorum of a board of directors consists of a majority of the number of directors in office immediately before the meeting begins.
(2) The bylaws may authorize a quorum of a board of directors to consist of: no fewer than:one-third of the number of directors fixed if the nonprofit corporation has a fixed board size; andno fewer than two directors in all circumstances;if a range for the size of the board is established pursuant to Subsection 16-6a-803(2), no fewer than one-third of the number of directors:fixed in accordance with Subsection 16-6a-803(2); orin office immediately before the meeting begins, if no number is fixed in accordance with Subsection 16-6a-803(2).
(3) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the vote of a greater number of directors is required by this chapter or the bylaws.
(4) If provided in the bylaws, for purposes of determining a quorum with respect to a particular proposal, and for purposes of casting a vote for or against a particular proposal, a director may be considered to be present at a meeting and to vote if the director has granted a signed written proxy:to another director who is present at the meeting; andauthorizing the other director to cast the vote that is directed to be cast by the written proxy with respect to the particular proposal that is described with reasonable specificity in the proxy.Except as provided in this Subsection (4) and as permitted by Section 16-6a-813, directors may not vote or otherwise act by proxy.Notwithstanding Subsection (4)(a), a director may grant a proxy to a person who is not a director if:permitted by the bylaws; andthe proxy meets all other requirements of Subsection (4)(a).
(5) A director who is present at a meeting of the board of directors when corporate action is taken is considered to have assented to all action taken at the meeting unless: the director objects at the beginning of the meeting, or promptly upon the director’s arrival, to holding the meeting or transacting business at the meeting; andafter objecting, the director does not vote for or assent to any action taken at the meeting;the director contemporaneously requests that the director’s dissent or abstention as to any specific action taken be entered in the minutes of the meeting; orthe director causes written notice of the director’s dissent or abstention as to any specific action to be received by:the presiding officer of the meeting before adjournment of the meeting; orthe nonprofit corporation promptly after adjournment of the meeting.
(6) The right of dissent or abstention pursuant to Subsection (5) as to a specific action is not available to a director who votes in favor of the action taken.
Amended by Chapter 386, 2009 General Session
16-6a-817 - Committees of the board.
(1) Unless otherwise provided in the bylaws, the board of directors may: create one or more committees of the board; andappoint two or more directors to serve on the committees created under Subsection (1)(a).
(2) Unless otherwise provided in the bylaws, the creation of a committee of the board and appointment of directors to it shall be approved by the greater of: a majority of all the directors in office when the action is taken; orthe number of directors required by the bylaws to take action under Section 16-6a-816.
(3) Unless otherwise provided in the bylaws, a committee of the board and the members of the committee are subject to Sections 16-6a-812 through 16-6a-816, which govern: meetings;action without meeting;notice;waiver of notice; andquorum and voting requirements.
(4) To the extent stated in the bylaws or by the board of directors, each committee of the board shall have the authority of the board of directors as described in Section 16-6a-801, except that a committee of the board may not: authorize distributions;approve or propose to members any action required by this chapter to be approved by members;elect, appoint, or remove a director;amend articles of incorporation;adopt, amend, or repeal bylaws;approve a plan of conversion or a plan of merger not requiring member approval; orapprove a sale, lease, exchange, or other disposition of all, or substantially all, of its property, with or without goodwill, otherwise than in the usual and regular course of business.
(5) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in Section 16-6a-822.
(6) Subject to Subsection (6)(b), nothing in this part shall prohibit or restrict a nonprofit corporation from establishing in its bylaws or by action of the board of directors or otherwise one or more committees, advisory boards, auxiliaries, or other bodies of any kind:having the members and rules of procedure as the bylaws or board of directors may provide;established to provide the advice, service, and assistance to the nonprofit corporation as may be specified in the bylaws or by the board of directors; andestablished to carry out the duties and responsibilities for the nonprofit corporation, as may be specified in the bylaws or by the board of directors.Notwithstanding Subsection (6)(a), if any committee or other body established under Subsection (6)(a) has one or more members who are entitled to vote on committee matters and who are not then also directors, the committee or other body may not exercise any power or authority reserved to the board of directors, in this chapter or in the bylaws.
Amended by Chapter 240, 2015 General Session
16-6a-818 - Officers.
(1) A nonprofit corporation shall have the officers designated:in its bylaws; orby the board of directors in a manner not inconsistent with the bylaws.An officer shall be:a natural person; and18 years of age or older.An officer need not be a director or a member of the nonprofit corporation, unless the bylaws so prescribe.
(2) An officer may be appointed by the board of directors or in such other manner as the board of directors or bylaws may provide.An appointed officer may appoint one or more officers or assistant officers if authorized by:the bylaws; orthe board of directors.
(3) The bylaws or the board of directors shall delegate to the secretary or to one or more other persons responsibility for: the preparation and maintenance of:minutes of the directors’ and members’ meetings; andother records and information required to be kept by the nonprofit corporation under Section 16-6a-1601; andauthenticating records of the nonprofit corporation.
(4) The same individual may simultaneously hold more than one office in a nonprofit corporation.
Enacted by Chapter 300, 2000 General Session
16-6a-819 - Duties of officers.
Each officer shall have the authority and shall perform the duties set forth with respect to the office:
(1) in the bylaws; or
(2) to the extent not inconsistent with the bylaws, prescribed with respect to the office by: the board of directors; oran officer authorized by the board of directors.
Enacted by Chapter 300, 2000 General Session
16-6a-820 - Resignation and removal of officers.
(1) An officer may resign at any time by giving written notice of resignation to the nonprofit corporation.
(2) A resignation of an officer is effective when the notice is received by the nonprofit corporation unless the notice specifies a later effective date.
(3) If a resignation is made effective at a later date, the board of directors may: permit the officer to remain in office until the effective date; andfill the pending vacancy before the effective date if the successor does not take office until the effective date; orremove the officer at any time before the effective date; andfill the vacancy created by the removal.
(4) Unless otherwise provided in the bylaws, the board of directors may remove any officer at any time with or without cause.The bylaws or the board of directors may make provisions for the removal of officers by:other officers; orthe voting members.
(5) An officer who resigns, is removed, or whose appointment has expired may deliver to the division for filing a statement to that effect pursuant to Section 16-6a-1608.
Enacted by Chapter 300, 2000 General Session
16-6a-821 - Contract rights with respect to officers.
(1) The appointment of an officer does not itself create contract rights.
(2) An officer’s removal does not affect the officer’s contract rights, if any, with the nonprofit corporation.An officer’s resignation does not affect the nonprofit corporation’s contract rights, if any, with the officer.
Enacted by Chapter 300, 2000 General Session
16-6a-822 - General standards of conduct for directors and officers.
(1) A director shall discharge the director’s duties as a director, including the director’s duties as a member of a committee of the board, in accordance with Subsection (2).An officer with discretionary authority shall discharge the officer’s duties under that authority in accordance with Subsection (2).
(2) A director or an officer described in Subsection (1) shall discharge the director or officer’s duties: in good faith;with the care an ordinarily prudent person in a like position would exercise under similar circumstances; andin a manner the director or officer reasonably believes to be in the best interests of the nonprofit corporation.
(3) In discharging duties, a director or officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: one or more officers or employees of the nonprofit corporation whom the director or officer reasonably believes to be reliable and competent in the matters presented;legal counsel, a public accountant, or another person as to matters the director or officer reasonably believes are within the person’s professional or expert competence;religious authorities or ministers, priests, rabbis, or other persons:whose position or duties in the nonprofit corporation, or in a religious organization with which the nonprofit corporation is affiliated, the director or officer believes justify reliance and confidence; andwho the director or officer believes to be reliable and competent in the matters presented; orin the case of a director, a committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence.
(4) A director or officer is not acting in good faith if the director or officer has knowledge concerning the matter in question that makes reliance otherwise permitted by Subsection (3) unwarranted.
(5) A director, regardless of title, may not be considered to be a trustee with respect to any property held or administered by the nonprofit corporation including property that may be subject to restrictions imposed by the donor or transferor of the property.
(6) A director or officer is not liable to the nonprofit corporation, its members, or any conservator or receiver, or any assignee or successor-in-interest of the nonprofit corporation or member, for any action taken, or any failure to take any action, as an officer or director, as the case may be, unless: the director or officer has breached or failed to perform the duties of the office as set forth in this section; andthe breach or failure to perform constitutes:willful misconduct; orintentional infliction of harm on: the nonprofit corporation; orthe members of the nonprofit corporation; orgross negligence.
Amended by Chapter 306, 2007 General Session
16-6a-823 - Limitation of liability of directors.
(1) Except as provided in Subsection (1)(b), a nonprofit corporation may eliminate or limit the liability of a director to the nonprofit corporation or to its members for monetary damages for any action taken or any failure to take any action as a director, if:so provided in: the articles of incorporation;the bylaws; ora resolution; andto the extent permitted in Subsection (3).Subsection (1)(a) does not permit a nonprofit corporation from eliminating or limiting the liability of a director for:the amount of a financial benefit received by a director to which the director is not entitled;an intentional infliction of harm on: the nonprofit corporation; orthe members of a nonprofit corporation;an intentional violation of criminal law; ora violation of Section 16-6a-824.
(2) A provision authorized under this section may not eliminate or limit the liability of a director for any act or omission occurring prior to the date when the provision becomes effective.
(3) Any provision authorized under this section to be included in the articles of incorporation may be adopted in the bylaws or by resolution, but only if the provision is approved by the same percentage of members of each voting group as would be required to approve an amendment to the articles of incorporation including the provision.
(4) Any foreign nonprofit corporation authorized to transact business in this state, except as otherwise provided by law, may adopt any provision authorized under this section.
Amended by Chapter 386, 2009 General Session
16-6a-824 - Liability of directors for unlawful distributions.
(1) A director who votes for or assents to a distribution made in violation of Section 16-6a-1301 or the articles of incorporation is personally liable to the nonprofit corporation for the amount of the distribution that exceeds what could have been distributed without violating Section 16-6a-1301 or the articles of incorporation, if it is established that the director’s duties were not performed in compliance with Section 16-6a-822.In any proceeding commenced under this section, a director has all of the defenses ordinarily available to a director.
(2) A director held liable under Subsection (1) for an unlawful distribution is entitled to contribution: from every other director who could be held liable under Subsection (1) for the unlawful distribution; andfrom each member who accepted the distribution knowing the distribution was made in violation of Section 16-6a-1301 or the articles of incorporation.
(3) The amount of the contribution from each member under Subsection (2)(b) is the amount of the distribution to the member multiplied by the percentage of the amount of distribution to all members that exceeded what could have been distributed to members without violating Section 16-6a-1301 or the articles of incorporation.
Amended by Chapter 197, 2002 General Session
16-6a-825 - Conflicting interest transaction.
(1) As used in this section, “conflicting interest transaction” means a contract, transaction, or other financial relationship between a nonprofit corporation and: a director of the nonprofit corporation;a party related to a director; oran entity in which a director of the nonprofit corporation:is a director or officer; orhas a financial interest.
(2) Except as otherwise provided in this section, upon the finding of a conflicting interest transaction, in an action properly brought before it, a court may: rule that the conflicting interest transaction is void or voidable;enjoin or set aside the conflict of interest transaction; ordetermine that the conflicting interest transaction gives rise to an award of damages or other sanctions.
(3) A loan may not be made directly or indirectly by a nonprofit corporation to:a director or officer of the nonprofit corporation;a natural person related to a director or officer; oran entity in which a director, officer, or natural person related to a director or officer has any ownership, management right, or financial interest.A director or officer who assents to or participates in the making of a loan in violation of Subsection (3)(a) shall be liable to the nonprofit corporation for the amount of the loan until the repayment of the loan.
(4) If the conditions of Subsection (4)(b) are met, a conflicting interest transaction may not be void or voidable or be enjoined, set aside, or give rise to an award of damages or other sanctions in a proceeding by a member or by or in the right of the nonprofit corporation, solely because:the conflicting interest transaction involves: a director of the nonprofit corporation;a party related to a director; oran entity in which a director of the nonprofit corporation is a director or officer or has a financial interest;the director is present at or participates in the meeting of the nonprofit corporation’s board of directors or of the committee of the board of directors that authorizes, approves, or ratifies the conflicting interest transaction; orthe director’s vote is counted for the purpose described in Subsection (4)(a)(ii).Subsection (4)(a) applies if:the material facts as to the director’s relationship or interest and as to the conflicting interest transaction are disclosed or are known to the board of directors or the committee; andthe board of directors or committee in good faith authorizes, approves, or ratifies the conflicting interest transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors are less than a quorum;the material facts as to the director’s relationship or interest and as to the conflicting interest transaction are disclosed or are known to the members entitled to vote on the conflicting interest transaction; andthe conflicting interest transaction is specifically authorized, approved, or ratified in good faith by a vote of the members entitled to vote thereon;the conflicting interest transaction is consistent with a provision in the articles of incorporation or bylaws which: commits the nonprofit corporation to support one or more other nonprofit corporations, charitable trusts, or charitable entities; orauthorizes one or more directors to exercise discretion in making gifts or contributions to one or more other nonprofit corporations, charitable trusts, or charitable entities; orthe conflicting interest transaction is fair as to the nonprofit corporation.
(5) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee that authorizes, approves, or ratifies the conflicting interest transaction.
(6) For purposes of this section, “a natural person related to a director or officer” means any natural person whose familial, financial, professional, or employment relationship with the director or officer would, under the circumstances, reasonably be expected to exert an influence on the director’s or officer’s judgment when voting on a transaction.
Amended by Chapter 240, 2015 General Session
16-6a-826 - Common members, directors, or officers.
(1) Two or more nonprofit corporations may have members, directors, or officers that are common to each nonprofit corporation.
(2) The fact of common members, directors, or officers in two or more nonprofit corporations may not, by itself, create an inference that the nonprofit corporations individually or collectively: are agents or alter egos of one another; orhave been formed or availed of, for an improper purpose.
(3) The doctrine of “piercing the corporate veil” may not be applied to one or more nonprofit corporations solely because of the fact of common members, directors, or officers.
Amended by Chapter 127, 2001 General Session
Indemnification
16-6a-901 - Indemnification definitions.
As used in this part:
(1) “Director” means an individual who:is or was a director of a nonprofit corporation; orwhile a director of a nonprofit corporation at the nonprofit corporation’s request, is or was serving as a director, officer, partner, member, manager, trustee, employee, fiduciary, or agent of: another domestic or foreign corporation;another nonprofit corporation;another person; oran employee benefit plan.A director is considered to be serving an employee benefit plan at the nonprofit corporation’s request if the director’s duties to the nonprofit corporation also impose duties on, or otherwise involve services by, the director to the employee benefit plan or to participants in or beneficiaries of the employee benefit plan.”Director” includes, unless the context requires otherwise, the estate or personal representative of a director.
(2) “Expenses” includes attorneys’ fees.
(3) “Liability” means the obligation incurred with respect to a proceeding to pay a judgment, settlement, penalty, or fine, including: an excise tax assessed with respect to an employee benefit plan; orreasonable expenses.
(4) “Nonprofit corporation” includes any domestic or foreign entity that is a predecessor of a nonprofit corporation by reason of a merger or other transaction in which the predecessor’s existence ceased upon consummation of the transaction.
(5) “Officer,” “employee,” “fiduciary,” and “agent” include any person who, while serving the indicated relationship to the nonprofit corporation, at the nonprofit corporation’s request, is or was serving as a director, officer, partner, trustee, employee, fiduciary, or agent of:another domestic or foreign corporation;another person; oran employee benefit plan.An officer, employee, fiduciary, or agent is considered to be serving an employee benefit plan at the nonprofit corporation’s request if that person’s duties to the nonprofit corporation also impose duties on, or otherwise involve services by, that person to the plan or participants in, or beneficiaries of the plan.Unless the context requires otherwise, “officer,” “employee,” “fiduciary,” and “agent” include the estates or personal representatives of the officer, employee, fiduciary, or agent.
(6) “Official capacity” means:when used with respect to a director, the office of director in a corporation; andwhen used with respect to a person other than a director, as contemplated in Section 16-6a-907, the office in a corporation held by the officer or the employment, fiduciary, or agency relationship undertaken by the person on behalf of the corporation.”Official capacity” does not include service for any:other foreign or domestic corporation;other person; oremployee benefit plan.
(7) “Party” includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding.
(8) “Proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.
Enacted by Chapter 300, 2000 General Session
16-6a-902 - Authority to indemnify directors.
(1) Except as provided in Subsection (4), a nonprofit corporation may indemnify an individual made a party to a proceeding because the individual is or was a director, against liability incurred in the proceeding if: the individual’s conduct was in good faith;the individual reasonably believed that the individual’s conduct was in, or not opposed to, the corporation’s best interests; andin the case of any criminal proceeding, the individual had no reasonable cause to believe the individual’s conduct was unlawful.
(2) A director’s conduct with respect to any employee benefit plan for a purpose the director reasonably believed to be in or not opposed to the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of Subsection (1)(b).
(3) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section.
(4) A nonprofit corporation may not indemnify a director under this section: in connection with a proceeding by or in the right of the nonprofit corporation in which the director was adjudged liable to the nonprofit corporation; orin connection with any other proceeding charging that the director derived an improper personal benefit, whether or not involving action in the director’s official capacity, in which proceeding the director was adjudged liable on the basis that the director derived an improper personal benefit.
(5) Indemnification permitted under this section in connection with a proceeding by or in the right of the nonprofit corporation is limited to reasonable expenses incurred in connection with the proceeding.
Enacted by Chapter 300, 2000 General Session
16-6a-903 - Mandatory indemnification of directors.
(1) Unless limited by its bylaws, a nonprofit corporation shall indemnify a director described in Subsection (2) against reasonable expenses incurred by the director in connection with the proceeding or claim with respect to which the director has been successful.
(2) Subsection (1) applies to a director who was successful, on the merits or otherwise, in the defense of: any proceeding to which the director was a party because the director is or was a director of the nonprofit corporation; orany claim, issue, or matter in the proceeding, to which the director was a party because the director is or was a director of the nonprofit corporation.
Amended by Chapter 228, 2006 General Session
16-6a-904 - Advance of expenses for directors.
(1) A nonprofit corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if: the director furnishes the nonprofit corporation a written affirmation of the director’s good faith belief that the director has met the applicable standard of conduct described in Section 16-6a-902;the director furnishes the nonprofit corporation a written undertaking, executed personally or on the director’s behalf, to repay the advance, if it is ultimately determined that the director did not meet the standard of conduct; anda determination is made that the facts then known to those making the determination would not preclude indemnification under this part.
(2) The undertaking required by Subsection (1)(b): shall be an unlimited general obligation of the director;need not be secured; andmay be accepted without reference to financial ability to make repayment.
(3) Determinations and authorizations of payments under this section shall be made in the manner specified in Section 16-6a-906.
Enacted by Chapter 300, 2000 General Session
16-6a-905 - Court-ordered indemnification of directors.
(1) Unless a nonprofit corporation’s articles of incorporation provide otherwise, a director of the nonprofit corporation who is or was a party to a proceeding may apply for indemnification to: the court conducting the proceeding; oranother court of competent jurisdiction.
(2) On receipt of an application described in Subsection (1), the court, after giving any notice the court considers necessary, may order indemnification in the following manner: if the court determines that the director is entitled to mandatory indemnification under Section 16-6a-903, the court shall:order indemnification; andorder the nonprofit corporation to pay the director’s reasonable expenses incurred to obtain court-ordered indemnification; andif the court determines that the director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the applicable standard of conduct set forth in Section 16-6a-902 or was adjudged liable as described in Subsection 16-6a-902(4), the court may order indemnification as the court determines to be proper, except that the indemnification with respect to any proceeding in which liability has been adjudged in the circumstances described in Subsection 16-6a-902(4) is limited to reasonable expenses incurred.
Amended by Chapter 240, 2015 General Session
16-6a-906 - Determination and authorization of indemnification of directors.
(1) A nonprofit corporation may not indemnify a director under Section 16-6a-902 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in Section 16-6a-902.A nonprofit corporation may not advance expenses to a director under Section 16-6a-904 unless:authorized in the specific case after the written affirmation and undertaking required by Subsections 16-6a-904(1)(a) and (1)(b) are received; andthe determination required by Subsection 16-6a-904(1)(c) has been made.
(2) The determinations required by Subsection (1) shall be made:by the board of directors by a majority vote of those present at a meeting at which a quorum is present if only those directors not parties to the proceeding are counted in satisfying the quorum;if a quorum cannot be obtained under Subsection (2)(a)(i), by a majority vote of a committee of the board of directors: designated by the board of directors; andconsisting of two or more directors not parties to the proceeding; orby persons listed in Subsection (3).The directors who are parties to the proceeding may participate in the designation of directors for the committee described in Subsection (2)(a)(ii).
(3) The determination required to be made by Subsection (1) shall be made by a person described in Subsection (3)(b) if:a quorum cannot be obtained in accordance with Subsection (2)(a)(i); anda committee cannot be established under Subsection (2)(a)(ii); oreven if a quorum is obtained or a committee is designated, a majority of the directors constituting the quorum or committee directs.If a condition described in Subsection (3)(a) is met, the determination required to be made by Subsection (1) shall be made:by independent legal counsel selected by: a vote of the board of directors or the committee in the manner specified in Subsection (2)(a)(i) or (ii); orif a quorum of the full board cannot be obtained and a committee cannot be established, by independent legal counsel selected by a majority vote of the full board of directors; orby the voting members, but a voting member may not vote on the determination if the voting member is: a director; andat the time seeking indemnification.
(4) Except as provided in Subsection (4)(b), an authorization of indemnification and advance of expenses shall be made in the same manner as the determination that indemnification or advance of expenses is permissible.Notwithstanding Subsection (4)(a), if the determination that indemnification or advance of expenses is permissible is made by independent legal counsel, authorization of indemnification and advance of expenses shall be made by the body that selected the independent legal counsel.
Enacted by Chapter 300, 2000 General Session
16-6a-907 - Indemnification of officers, employees, fiduciaries, and agents.
Unless a nonprofit corporation’s articles of incorporation provide otherwise:
(1) to the same extent as a director, an officer of the nonprofit corporation is entitled to: mandatory indemnification under Section 16-6a-903; andapply for court-ordered indemnification under Section 16-6a-905;
(2) a nonprofit corporation may indemnify and advance expenses to an officer, employee, fiduciary, or agent of the nonprofit corporation to the same extent as to a director; and
(3) a nonprofit corporation may indemnify and advance expenses to an officer, employee, fiduciary, or agent who is not a director to a greater extent if: not inconsistent with public policy; andprovided for by:its articles of incorporation or bylaws;general or specific action of its board of directors; orcontract.
Amended by Chapter 197, 2002 General Session
16-6a-908 - Insurance.
(1) A nonprofit corporation may purchase and maintain liability insurance: on behalf of a person who:is or was a director, officer, employee, fiduciary, or agent of the nonprofit corporation; orwhile serving as a director, officer, employee, fiduciary, or agent of the nonprofit corporation at the request of the nonprofit corporation, is or was serving as a director, officer, partner, trustee, employee, fiduciary, or agent of: another foreign or domestic nonprofit corporation;other person; oran employee benefit plan; andagainst liability asserted against or incurred by the person in that capacity or arising from the person’s status as a director, officer, employee, fiduciary, or agent, whether or not the nonprofit corporation would have power to indemnify the person against the same liability under Section 16-6a-902, 16-6a-903, or 16-6a-907.
(2) Insurance may be procured from any insurance company designated by the board of directors, whether the insurance company is formed under the laws of this state or any other jurisdiction of the United States or elsewhere, including any insurance company in which the nonprofit corporation has an equity or any other interest through stock ownership or otherwise.
Enacted by Chapter 300, 2000 General Session
16-6a-909 - Limitations on indemnification of directors.
(1) A provision treating a nonprofit corporation’s indemnification of, or advance for expenses to, directors that is contained in the following is valid only if and to the extent the provision is not inconsistent with this part:the articles of incorporation or bylaws of the nonprofit corporation;a resolution of the nonprofit corporation’s members or board of directors;a contract, except an insurance policy; orother writing.If the articles of incorporation limit indemnification or advance of expenses, indemnification and advance of expenses are valid only to the extent not inconsistent with the articles of incorporation.
(2) This part does not limit a nonprofit corporation’s power to pay or reimburse expenses incurred by a director in connection with the director’s appearance as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to the proceeding.
Enacted by Chapter 300, 2000 General Session
16-6a-910 - Notice to voting members of indemnification of director.
(1) If a nonprofit corporation indemnifies or advances expenses to a director under this part in connection with a proceeding by or in the right of the nonprofit corporation, the nonprofit corporation shall give written notice of the indemnification or advance to the voting members with or before the notice of the next voting members’ meeting.
(2) If the next voting member action after the indemnification or advance is taken without a meeting at the instigation of the board of directors, the notice shall be given to the voting members at or before the time the first voting member signs a writing consenting to the action.
Enacted by Chapter 300, 2000 General Session
Amendment of Articles of Incorporation and Bylaws
16-6a-1001 - Authority to amend articles of incorporation.
(1) A nonprofit corporation may amend its articles of incorporation at any time to: add or change a provision that is required or permitted in the articles of incorporation; ordelete a provision not required in the articles of incorporation.
(2) Whether a provision is required or permitted in the articles of incorporation is determined as of the effective date of the amendment.
Enacted by Chapter 300, 2000 General Session
16-6a-1002 - Amendment of articles of incorporation by board of directors or incorporators.
(1) Unless otherwise provided in the articles of incorporation, the board of directors may adopt, without member approval, one or more amendments to the articles of incorporation to: delete the names and addresses of the initial directors;change the information required by Subsection 16-17-203(1), but an amendment is not required to change the information;change the corporate name by:substituting the word “corporation,” “incorporated,” “company,” “limited,” or an abbreviation of any such word for a similar word or abbreviation in the name; oradding, deleting, or changing a geographical attribution; ormake any other change expressly permitted by this chapter to be made without member action.
(2) The board of directors may adopt, without member action, one or more amendments to the articles of incorporation to change the corporate name, if necessary, in connection with the reinstatement of a nonprofit corporation pursuant to Section 16-6a-1412.
(3) Subject to any approval required pursuant to Section 16-6a-1013, if a nonprofit corporation has no members, no members entitled to vote on amendments, or no members yet admitted to membership, one or more amendments to the nonprofit corporation’s articles of incorporation may be adopted by:its incorporators until directors have been chosen; orits directors after the directors have been chosen.A nonprofit corporation described in Subsection (3)(a) shall provide notice of any meeting at which an amendment is to be voted upon.The notice required by Subsection (3)(b) shall:be in accordance with Section 16-6a-814;state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the articles of incorporation; andcontain or be accompanied by a copy or summary of the amendment; orstate the general nature of the amendment.An amendment described in Subsection (3)(a) shall be approved:by a majority of the incorporators, until directors have been chosen; orafter directors are chosen by a majority of the directors in office at the time the amendment is adopted or such greater number as is set forth in the bylaws.
Amended by Chapter 240, 2015 General Session
16-6a-1003 - Amendment of articles of incorporation by board of directors and members.
(1) The board of directors or the members representing at least 10% of all of the votes entitled to be cast on the amendment may propose an amendment to the articles of incorporation for submission to the members unless a different vote or voting class is required by: this chapter;the articles of incorporation;the bylaws; orthe members or the board of directors acting pursuant to Subsection (5).
(2) For an amendment to the articles of incorporation to be adopted pursuant to Subsection (1): the board of directors shall recommend the amendment to the members unless:the amendment is proposed by members; orthe board of directors: determines that because of conflict of interest or other special circumstances it should make no recommendation; andcommunicates the basis for its determination to the members with the amendment; andthe members entitled to vote on the amendment shall approve the amendment as provided in Subsection (5).
(3) The proposing board of directors or the proposing members may condition the effectiveness of the amendment on any basis.
(4) The nonprofit corporation shall give notice, in accordance with Section 16-6a-704, to each member entitled to vote on the amendment of the members’ meeting at which the amendment will be voted upon.The notice required by Subsection (4)(a) shall:state that the purpose, or one of the purposes, of the meeting is to consider the amendment; andcontain or be accompanied by a copy or a summary of the amendment; orshall state the general nature of the amendment.
(5) The amendment shall be approved by the votes required by Sections 16-6a-714 and 16-6a-715 by every voting group entitled to vote on the amendment unless a greater vote is required by: this chapter;the articles of incorporation;bylaws adopted by the members; orthe proposing board of directors or the proposing members acting pursuant to Subsection (3).
(6) If the board of directors or the members seek to have the amendment approved by the members by written consent or by written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment.
Amended by Chapter 240, 2015 General Session
16-6a-1004 - Voting on amendments of articles of incorporation by voting groups.
(1) Unless otherwise provided by this chapter or the articles of incorporation, if membership voting is otherwise required by this chapter, the members of a class who are entitled to vote are entitled to vote as a separate voting group on an amendment to the articles of incorporation if the amendment would: affect the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer of memberships in a manner different than the amendment would affect another class;change the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions, or conditions of another class;increase or decrease the number of memberships authorized for that class;increase the number of memberships authorized for another class;effect an exchange, reclassification, or termination of the memberships of that class; orauthorize a new class of memberships.
(2) If a class is to be divided into two or more classes as a result of an amendment to the articles of incorporation, the amendment shall be approved by the members of each class that would be created by the amendment.
Enacted by Chapter 300, 2000 General Session
16-6a-1005 - Articles of amendment to articles of incorporation.
A nonprofit corporation amending its articles of incorporation shall deliver to the division for filing articles of amendment setting forth:
(1) the name of the nonprofit corporation;
(2) the text of each amendment adopted;
(3) the date of each amendment’s adoption;
(4) if the amendment was adopted by the board of directors or incorporators without member action, a statement to that effect and that: the nonprofit corporation does not have members; ormember action was not required;
(5) if the amendment was adopted by the members, a statement that the number of votes cast for the amendment by the members or by each voting group entitled to vote separately on the amendment was sufficient for approval by the members or voting group respectively; and
(6) if approval of the amendment by some person or persons other than the members, the board of directors, or the incorporators is required pursuant to Section 16-6a-1013, a statement that the approval was obtained.
Enacted by Chapter 300, 2000 General Session
16-6a-1006 - Restated articles of incorporation.
(1) The board of directors may restate the articles of incorporation at any time with or without member action.The incorporators of a nonprofit corporation may restate the articles of incorporation at any time if the nonprofit corporation:has no members; andno directors have been chosen.
(2) The restatement may include one or more amendments to the articles of incorporation.Notwithstanding Subsection (1), if the restatement includes an amendment requiring member approval, it shall be adopted as provided in Section 16-6a-1003.
(3) If the board of directors submits a restatement for member action, the nonprofit corporation shall give notice, in accordance with Section 16-6a-704, to each member entitled to vote on the restatement of the members’ meeting at which the restatement will be voted upon.The notice required by Subsection (3)(a) shall:state that the purpose, or one of the purposes, of the meeting is to consider the restatement; andcontain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the articles of incorporation.
(4) A nonprofit corporation restating its articles of incorporation shall deliver to the division for filing articles of restatement setting forth: the name of the nonprofit corporation;the text of the restated articles of incorporation;if the restatement contains an amendment to the articles of incorporation that was adopted by the members, the information required by Subsection 16-6a-1005(5);if the restatement was adopted by the board of directors or incorporators without member action, a statement to that effect and that member action was not required; andthe restatement does not need to contain the name or address of the incorporator or incorporators that were included in the articles of incorporation when originally filed.
(5) Upon filing by the division or at any later effective date determined pursuant to Section 16-6a-108, restated articles of incorporation supersede the original articles of incorporation and all prior amendments to the original articles of incorporation.
Amended by Chapter 240, 2015 General Session
16-6a-1007 - Amendment of articles of incorporation pursuant to reorganization.
(1) Articles of incorporation may be amended, without action by the board of directors or members, to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under a statute of this state or of the United States if the articles of incorporation after amendment contain only provisions required or permitted by Section 16-6a-202.
(2) For an amendment to the articles of incorporation to be made pursuant to Subsection (1), one or more individuals designated by the court shall deliver to the division for filing articles of amendment setting forth: the name of the nonprofit corporation;the text of each amendment approved by the court;the date of the court’s order or decree approving the articles of amendment;the title of the reorganization proceeding in which the order or decree was entered; anda statement that the court had jurisdiction of the proceeding under a specified statute of this state or of the United States.
(3) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
Enacted by Chapter 300, 2000 General Session
16-6a-1008 - Conversion to a business corporation.
(1) A domestic nonprofit corporation may convert to a corporation subject to Chapter 10a, Utah Revised Business Corporation Act, by filing an amendment of its articles of incorporation with the division pursuant to this section.The day on which a nonprofit domestic corporation files an amendment under this section, the domestic nonprofit corporation becomes a corporation subject to Chapter 10a, Utah Revised Business Corporation Act, except that, notwithstanding Section 16-10a-203, the existence of the nonprofit corporation is considered to commence on the day on which the converting corporation:commenced its existence under this chapter; orotherwise was created, formed, incorporated, or came into being.
(2) The amendment of the articles of incorporation to convert to a corporation shall: revise the statement of purpose;delete:the authorization for members; andany other provisions relating to memberships;authorize shares:stating the number of shares; andincluding the information required by Section 16-10a-601 with respect to each class of shares the corporation is to be authorized to issue;make such other changes as may be necessary or desired; andif the corporation has any members, provide for:the cancellation of the memberships; orthe conversion of the memberships to shares of the corporation.
(3) If the nonprofit corporation has any voting members, an amendment to convert to a corporation shall be approved by all of the voting members regardless of limitations or restrictions on the voting rights of the members.
(4) If an amendment to the articles of incorporation filed pursuant to this section is included in a merger agreement, this section applies, except that any provisions for cancellation or conversion of memberships: shall be in the merger agreement; andmay not be in the amendment of the articles of incorporation.
(5) A conversion under this section may not result in a violation, directly or indirectly, of: Section 16-6a-1301; orany other provision of this chapter.
(6) The conversion of a nonprofit corporation into a corporation does not affect: an obligation or liability of the converting nonprofit corporation incurred before its conversion to a corporation; orthe personal liability of any person incurred before the conversion.
(7) When a conversion is effective under this section, for purposes of the laws of this state, the things listed in Subsection (7)(a)(ii): vest in the corporation to which the nonprofit corporation converts;are the property of the corporation; andare not considered transferred by the converting nonprofit corporation to the corporation by operation of this Subsection (7)(a).This Subsection (7)(a) applies to the following of the converting nonprofit corporation: its rights, privileges, and powers;its interests in property, whether real, personal, or mixed;debts due to the converting nonprofit corporation;the debts, liabilities, and duties of the converting nonprofit corporation;the rights and obligations under contract of the converting nonprofit corporation; andother things and causes of action belonging to the converting nonprofit corporation.The title to any real property vested by deed or otherwise in a nonprofit corporation converting to a corporation does not revert and is not in any way impaired by reason of this chapter or of the conversion.A right of a creditor or a lien on property of a converting nonprofit corporation that is described in Subsection (6)(a) or (b) is preserved unimpaired.A debt, liability, or duty of a converting nonprofit corporation:remains attached to the corporation to which the nonprofit corporation converts; andmay be enforced against the corporation to the same extent as if the debts, liabilities, and duties had been incurred or contracted by the corporation in its capacity as a corporation.A converted nonprofit corporation upon conversion to a corporation pursuant to this section is considered the same entity as the corporation.In connection with a conversion of a nonprofit corporation to a corporation under this section, the interests or rights in the nonprofit corporation which is to be converted may be exchanged or converted into one or more of the following:cash, property, interests, or rights in the corporation to which it is converted; orcash, property or interests in, or rights in another entity.Unless otherwise agreed:a converting nonprofit corporation is not required solely as a result of the conversion to: wind up its affairs;pay its liabilities; ordistribute its assets; anda conversion is not considered to constitute a dissolution of the nonprofit corporation, but constitutes a continuation of the existence of the nonprofit corporation in the form of a corporation.
Amended by Chapter 240, 2015 General Session
16-6a-1008.7 - Conversion to or from a domestic limited liability company.
.7(1) A domestic nonprofit corporation may convert to a domestic limited liability company subject to Title 48, Chapter 3a, Utah Revised Uniform Limited Liability Company Act, pursuant to Section 48-3a-1405, by complying with:this Subsection (1); andSection 48-3a-1041.If a domestic nonprofit corporation converts to a domestic limited liability company in accordance with this Subsection (1), the articles of conversion or statement of conversion, as applicable, shall:comply with Sections 48-3a-1042 and 48-3a-1045; andif the corporation has any members, provide for: the cancellation of any membership; orthe conversion of any membership in the domestic nonprofit corporation to a membership interest in the domestic limited liability company.Before articles of conversion or statement of conversion may be filed with the division, the conversion shall be approved:in the manner provided for the articles of incorporation or bylaws of the domestic nonprofit corporation; orif the articles of incorporation or bylaws of the domestic nonprofit corporation do not provide the method for approval: if the domestic nonprofit corporation has voting members, by all of the members of the domestic nonprofit corporation regardless of limitations or restrictions on the voting rights of the members; orif the nonprofit domestic corporation does not have voting members, by a majority of:the directors in office at the time the conversion is approved by the board of directors; orif directors have not been appointed or elected, the incorporators.
.7(2) A domestic limited liability company may convert to a domestic nonprofit corporation subject to this chapter by: filing articles of incorporation in accordance with this chapter; andcomplying with Section 48-3a-1041, pursuant to Section 48-3a-1405.
.7(3) Any conversion under this section may not result in a violation, directly or indirectly, of: Section 16-6a-1301; orany other provision of this chapter.
Amended by Chapter 354, 2020 General Session
16-6a-1009 - Effect of amendment of articles of incorporation.
(1) An amendment to the articles of incorporation does not affect: any existing right of persons other than members;any cause of action existing against or in favor of the nonprofit corporation; orany proceeding to which the nonprofit corporation is a party.
(2) An amendment changing a nonprofit corporation’s corporate name does not abate a proceeding brought by or against a nonprofit corporation in its former corporate name.
Enacted by Chapter 300, 2000 General Session
16-6a-1010 - Amendment of bylaws by board of directors or members.
(1) The board of directors may amend the bylaws at any time to add, change, or delete a provision, unless: this chapter or the articles of incorporation or bylaws:reserve the power exclusively to the members in whole or part; orotherwise prohibit the board of directors from amending the bylaws to add, change, or delete a provision; orit would result in a change of the rights, privileges, preferences, restrictions, or conditions of a membership class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions, or conditions of another class.
(2) Unless otherwise provided by the bylaws, the members may amend the bylaws even though the bylaws may also be amended by the board of directors.Amendments to the bylaws by members shall be made in accordance with Sections 16-6a-1003 and 16-6a-1004 as if each reference in Sections 16-6a-1003 and 16-6a-1004 to the article of incorporation was a reference to the bylaws.
Amended by Chapter 228, 2006 General Session
16-6a-1011 - Bylaw changing quorum or voting requirement for members.
(1) If authorized by the articles of incorporation, the members may adopt, amend, or repeal bylaws that fix a greater quorum or voting requirement for members, or voting groups of members, than is required by this chapter.An action by the members under Subsection (1)(a) is subject to Part 6, Members, and Part 7, Member Meetings and Voting.
(2) Bylaws that fix a greater quorum requirement or a greater voting requirement for members pursuant to Section 16-6a-716 may not be amended by the board of directors.
Amended by Chapter 189, 2014 General Session
16-6a-1012 - Bylaw changing quorum or voting requirement for directors.
(1) Bylaws that fix a greater quorum or voting requirement for the board of directors may be amended: if adopted by the members, only by the members; orif adopted by the board of directors, by:the members; orthe board of directors.
(2) Bylaws adopted or amended by the members that fix a greater quorum or voting requirement for the board of directors may provide that the bylaws may be amended only by a specified vote of: the members; orthe board of directors.
(3) Action by the board of directors under Subsection (1)(b) to adopt or amend bylaws that change the quorum or voting requirement for the board of directors shall meet the greater of the quorum and voting requirement for taking the action: then in effect; orproposed to be adopted.
Enacted by Chapter 300, 2000 General Session
16-6a-1013 - Approval by third persons.
(1) The articles of incorporation may require an amendment to the articles of incorporation or bylaws to be approved in writing by a specified person or persons other than the board of directors.
(2) A provision permitted under Subsection (1) may only be amended with the approval in writing of the person or persons specified in the provision.
Enacted by Chapter 300, 2000 General Session
16-6a-1014 - Amendment terminating members or redeeming or canceling memberships.
(1) An amendment to the articles of incorporation or bylaws of a nonprofit corporation shall meet the requirements of this chapter and this section if the amendment would: terminate all members or any class of members; orredeem or cancel all memberships or any class of memberships.
(2) Before adopting a resolution proposing an amendment as described in Subsection (1), the board of directors of a nonprofit corporation shall give notice of the general nature of the amendment to the members.
Enacted by Chapter 300, 2000 General Session
Merger
16-6a-1101 - Merger.
(1) One or more domestic corporations, foreign corporations, domestic nonprofit corporations, or foreign nonprofit corporations may merge into a nonprofit corporation: if the board of directors of each domestic corporation, foreign corporation, domestic nonprofit corporation, or foreign nonprofit corporation party to the merger adopts a plan of merger;if the members of each domestic nonprofit corporation entitled to vote on the plan of merger, approve the plan of merger if required by Section 16-6a-1102;if the shareholders of each domestic corporation entitled to vote on the plan of merger, approve the plan of merger, if required by Section 16-10a-1103;if the merger is permitted by and consistent with the laws of the state or country under whose law each foreign corporation or foreign nonprofit corporation party to the merger is incorporated;if the shareholders of each such foreign corporation approve the plan of merger and as required by applicable law of the states or countries under whose law each foreign corporation party to the merger is incorporated; andif the members of each such foreign nonprofit corporation approve the plan of merger and as required by applicable law of the states or countries under whose law each foreign nonprofit corporation party to the merger is incorporated.
(2) The plan of merger required by Subsection (1) shall set forth: the name of each party to the merger planning to merge;the name of the surviving domestic nonprofit corporation into which each party to the merger plans to merge;the terms and conditions of the merger;the manner and basis of converting in whole or part the shares or memberships if any, of each party to the merger into shares, memberships, obligations, or other interests of:the surviving domestic nonprofit corporation;any other entity; orinto money or other property; andany amendments to the articles of incorporation of the surviving domestic nonprofit corporation to be effected by the merger.
(3) In addition to the provisions required by Subsection (2), the plan of merger may set forth other provisions relating to the merger.
(4) One or more domestic corporations may merge into a domestic nonprofit corporation if: the board of directors of each participating domestic corporation adopts the plan of merger;the shareholders of each participating domestic corporation adopt the plan of merger in accordance with Section 16-10a-1103; andthe merger is effected in compliance with Chapter 6a, Part 11, Merger.
Amended by Chapter 228, 2006 General Session
16-6a-1102 - Action on plan of merger.
(1) After adopting the plan of merger, the board of directors of each domestic nonprofit corporation that is a party to the merger shall submit the plan of merger to its members, if any are entitled to vote on the plan of merger, for approval.
(2) If the domestic nonprofit corporation has members entitled to vote with respect to the approval of a plan of merger, a plan of merger is approved by the members if: the board of directors recommends the plan of merger to the members entitled to vote on the plan of merger; orthe board of directors determines that, because of conflict of interest or other special circumstances, it should make no recommendation; andcommunicates the basis for its determination to the members with the plan; andthe members entitled to vote on the plan of merger approve the plan as provided in Subsection (7).
(3) After adopting the plan of merger, the board of directors of each domestic nonprofit corporation party to the merger shall submit the plan of merger for written approval by any person or persons: whose approval is required by the articles of incorporation of the domestic nonprofit corporation; andas required by Section 16-6a-1013 for an amendment to the articles of incorporation or bylaws.
(4) If the domestic nonprofit corporation does not have members entitled to vote on a merger, the merger shall be approved and adopted by a majority of the directors elected and in office at the time the plan of merger is considered by the board of directors.The domestic nonprofit corporation shall provide notice of any meeting of the board of directors at which the approval described in Subsection (4)(a) is to be obtained in accordance with Section 16-6a-814.The notice required by Subsection (4)(b) shall state that the purpose, or one of the purposes, of the meeting is to consider the proposed merger.
(5) The board of directors may condition the effectiveness of the plan of merger on any basis.
(6) The domestic nonprofit corporation shall give notice, in accordance with Section 16-6a-704, to each member entitled to vote on the plan of merger of the members’ meeting at which the plan will be voted on.The notice required by Subsection (6)(a) shall:state that the purpose, or one of the purposes, of the meeting is to consider the plan of merger; andcontain or be accompanied by a copy of the plan of merger or a summary of the plan of merger.
(7) The plan of merger shall be approved by the votes required by Sections 16-6a-714 and 16-6a-715 by every voting group entitled to vote on the plan of merger unless a greater vote is required by: this chapter;the articles of incorporation;bylaws adopted by the members; orthe board of directors acting pursuant to Subsection (5).
(8) Separate voting by voting groups is required on a plan of merger if the plan contains a provision that, if contained in an amendment to the articles of incorporation, would require action by one or more separate voting groups on the amendment.
Amended by Chapter 228, 2006 General Session
16-6a-1103 - Articles of merger.
(1) After a plan of merger is approved, pursuant to Section 16-6a-1102, the surviving domestic nonprofit corporation shall deliver to the division for filing articles of merger setting forth: the plan of merger;if shareholder or member approval was not required of any party to the merger:a statement to the effect that approval was not required; anda statement that the plan of merger was approved by a sufficient vote of the board of directors of each party to the merger;if approval of the shareholders or members of one or more domestic corporation, foreign corporation, domestic nonprofit corporation, or foreign nonprofit corporation party to the merger was required, a statement that the number of votes cast for the plan by each voting group entitled to vote separately on the merger was sufficient for approval by that voting group; andif approval of the plan by some person or persons other than the shareholders, members, or the board of directors is required pursuant to Subsection 16-6a-1102(3), or other applicable law, a statement that the approval was obtained.
(2) A merger takes effect upon the effective date stated in the articles of merger, which may not be prior to the date the articles of merger are filed.
(3) Articles of merger shall be executed by each party to the merger.
Amended by Chapter 228, 2006 General Session
16-6a-1104 - Effect of merger.
(1) When a merger takes effect: every domestic corporation, foreign corporation, domestic nonprofit corporation, or foreign nonprofit corporation party to the merger merges into the surviving domestic nonprofit corporation;the separate existence of every domestic corporation, foreign corporation, domestic nonprofit corporation, or foreign nonprofit corporation party to the merger except the surviving domestic nonprofit corporation ceases;the title to all real estate and other property owned by every domestic corporation, foreign corporation, domestic nonprofit corporation, or foreign nonprofit corporation party to the merger is transferred to and vested in the surviving domestic nonprofit corporation without reversion or impairment;the surviving domestic nonprofit corporation has all liabilities of each domestic corporation, foreign corporation, domestic nonprofit corporation, or foreign nonprofit corporation party to the merger;a proceeding pending by or against any party to the merger may be continued as if the merger did not occur; orthe surviving domestic nonprofit corporation may be substituted in the proceeding for the party to the merger whose existence ceased;the articles of incorporation of the surviving domestic nonprofit corporation are amended to the extent provided in the plan of merger; andthe shares or memberships of each domestic corporation, foreign corporation, domestic nonprofit corporation, or foreign nonprofit corporation party to the merger that are to be converted into shares, memberships, obligations, or other interests of the surviving domestic nonprofit corporation or into money or other property are converted, and the former holders of the shares and memberships are entitled only to the rights provided in the articles of merger.
(2) A transfer to and vesting in the surviving domestic nonprofit corporation described in Subsection (1)(c) occurs by operation of law.Consent or approval of any other person may not be required in connection with any transfer or vesting unless the consent or approval is specifically required in the event of merger by:law; orexpress provision in any contract, agreement, decree, order, or other instrument to which any of the domestic corporations, foreign corporations, domestic nonprofit corporations, or foreign nonprofit corporations so merged is a party or by which it is bound.
Amended by Chapter 228, 2006 General Session
16-6a-1105 - Merger with foreign nonprofit corporation.
(1) One or more domestic nonprofit corporations may merge with one or more foreign nonprofit corporations if: the merger is permitted by the law of the state or country under whose law each foreign nonprofit corporation is incorporated;each foreign nonprofit corporation complies with the provisions of the law described in Subsection (1)(a) in effecting the merger;if the foreign nonprofit corporation is the surviving nonprofit corporation of the merger, the foreign nonprofit corporation:complies with Section 16-6a-1103; andin addition to the information required by Section 16-6a-1103, provides the address of its principal office; andeach domestic nonprofit corporation complies with:the applicable provisions of Sections 16-6a-1101 and 16-6a-1102; andif it is the surviving nonprofit corporation of the merger, with Section 16-6a-1103.
(2) Upon the merger taking effect, a surviving foreign nonprofit corporation of a merger may be served with process in any proceeding brought against it as provided in Section 16-17-301.
(3) Service effected pursuant to Subsection (2) is perfected at the earliest of: the date the foreign nonprofit corporation receives the process, notice, or demand;the date shown on the return receipt, if signed on behalf of the foreign nonprofit corporation; orfive days after mailing.
(4) Subsection (2) does not prescribe the only means, or necessarily the required means, of serving a surviving foreign nonprofit corporation of a merger.
Amended by Chapter 364, 2008 General Session
Sale of Property
16-6a-1201 - Sale of property.
(1) Unless the bylaws otherwise provide, a nonprofit corporation may, as authorized by the board of directors: sell, lease, exchange, or otherwise dispose of all or substantially all of its property in the usual and regular course of business; ormortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber all or substantially all of its property whether or not in the usual and regular course of business.
(2) Unless otherwise provided in the bylaws, approval of a transaction described in this section by the members is not required.
Enacted by Chapter 300, 2000 General Session
16-6a-1202 - Sale of property other than in regular course of activities.
(1) A nonprofit corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property, with or without its good will, other than in the usual and regular course of business on the terms and conditions and for the consideration determined by the board of directors, if:the board of directors proposes the transaction; andthe members entitled to vote on the transaction approve the transaction.A sale, lease, exchange, or other disposition of all, or substantially all, of the property of a nonprofit corporation, with or without its good will, in connection with its dissolution, other than in the usual and regular course of business, and other than pursuant to a court order, shall be subject to this section.A sale, lease, exchange, or other disposition of all, or substantially all, of the property of a nonprofit corporation, with or without its good will, pursuant to a court order is not subject to this section.
(2) A nonprofit corporation shall comply with Subsection (2)(b) to vote or otherwise consent with respect to the sale, lease, exchange, or other disposition of all, or substantially all, of the property with or without the good will of another entity that the nonprofit corporation controls if:the nonprofit corporation is entitled to vote or otherwise consent; andthe property interests held by the nonprofit corporation in the other entity constitute all, or substantially all, of the property of the nonprofit corporation.A nonprofit corporation may vote or otherwise consent to a transaction described in Subsection (2)(a) only if:the board of the directors of the nonprofit corporation proposes the vote or consent; andthe members, if any are entitled to vote on the vote or consent, approve giving the vote or consent.
(3) For a transaction described in Subsection (1) or a consent described in Subsection (2) to be approved by the members: the board of directors shall recommend the transaction or the consent to the members; orthe board of directors shall: determine that because of a conflict of interest or other special circumstance it should make no recommendation; andcommunicate the basis for its determination to the members at a membership meeting with the submission of the transaction or consent; andthe members entitled to vote on the transaction or the consent shall approve the transaction or the consent as provided in Subsection (6).
(4) The board of directors may condition the effectiveness of the transaction or the consent on any basis.
(5) The nonprofit corporation shall give notice, in accordance with Section 16-6a-704 to each member entitled to vote on the transaction described in Subsection (1) or the consent described in Subsection (2), of the members’ meeting at which the transaction or the consent will be voted upon.The notice required by Subsection (1) shall:state that the purpose, or one of the purposes, of the meeting is to consider: in the case of action pursuant to Subsection (1), the sale, lease, exchange, or other disposition of all, or substantially all, of the property of the nonprofit corporation; orin the case of action pursuant to Subsection (2), the nonprofit corporation’s consent to the sale, lease, exchange, or other disposition of all, or substantially all, of the property of another entity, the property interests of which:are held by the nonprofit corporation; andconstitute all, or substantially all, of the property of the nonprofit corporation;contain or be accompanied by a description of: the transaction, in the case of action pursuant to Subsection (1); orthe transaction underlying the consent, in the case of action pursuant to Subsection (2); andin the case of action pursuant to Subsection (2), identify the entity whose property is the subject of the transaction.
(6) The transaction described in Subsection (1) or the consent described in Subsection (2) shall be approved by the votes required by Sections 16-6a-714 and 16-6a-715 by every voting group entitled to vote on the transaction or the consent unless a greater vote is required by: this chapter;the articles of incorporation;bylaws adopted by the members; orthe board of directors acting pursuant to Subsection (4).
(7) After a transaction described in Subsection (1) or a consent described in Subsection (2) is authorized, the transaction may be abandoned or the consent withheld or revoked, subject to any contractual rights or other limitations on such abandonment, withholding, or revocation, without further action by the members.
(8) A transaction that constitutes a distribution is governed by Part 13, Distributions, and not by this section.
Amended by Chapter 189, 2014 General Session
Distributions
16-6a-1301 - Distributions prohibited.
Except as authorized by Section 16-6a-1302 , a nonprofit corporation may not make a distribution.
Enacted by Chapter 300, 2000 General Session
16-6a-1302 - Authorized distributions.
(1) A nonprofit corporation may: make distributions or distribute the nonprofit corporation’s assets to a:member that is a domestic or foreign nonprofit corporation;member of a mutual benefit corporation, not inconsistent with its bylaws;shareholder of a water company in a manner consistent with its articles of incorporation, bylaws, and the provisions of this chapter; orgovernmental entity;pay compensation in a reasonable amount to its members, directors, or officers for services rendered;if a cooperative nonprofit corporation, make distributions consistent with its purposes; andconfer benefits upon its members in conformity with its purposes.
(2) A nonprofit corporation may make distributions upon dissolution as follows: to a member that is a domestic or foreign nonprofit corporation;to its members if it is a mutual benefit corporation;to a shareholder of a water company in proportion to the shareholder’s interest in the water company, consistent with the water company’s articles of incorporation and bylaws;to another nonprofit corporation, including a nonprofit corporation organized to receive the assets of and function in place of the dissolved nonprofit corporation; andotherwise in conformity with Part 14, Dissolution.
(3) Authorized distributions by a dissolved nonprofit corporation may be made by authorized officers or directors, including those elected, hired, or otherwise selected after dissolution if the election, hiring, or other selection after dissolution is not inconsistent with the articles of incorporation and bylaws existing at the time of dissolution.
Amended by Chapter 358, 2017 General Session
Dissolution
16-6a-1401 - Dissolution by incorporators or directors if no members.
(1) If a nonprofit corporation has no members, the following may authorize the dissolution of the nonprofit corporation: a majority of its directors; orif it has no directors, a majority of its incorporators.
(2) The directors or incorporators in approving dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the nonprofit corporation will be distributed after all creditors have been paid.
Enacted by Chapter 300, 2000 General Session
16-6a-1402 - Dissolution by directors and members.
(1) If a nonprofit corporation has members, dissolution of a nonprofit corporation may be authorized in the manner provided in Subsection (2).
(2) For a proposal to dissolve the nonprofit corporation to be authorized: the board of directors shall adopt the proposal to dissolve;the board of directors shall:recommend the proposal to dissolve to the members; ordetermine that because of a conflict of interest or other special circumstance, it should make no recommendation; andcommunicate the basis for its determination to the members; andthe members entitled to vote on the proposal to dissolve shall approve the proposal to dissolve as provided in Subsection (5).
(3) The board of directors may condition the effectiveness of the dissolution, and the members may condition their approval of the dissolution, on any basis.
(4) The nonprofit corporation shall give notice, in accordance with Section 16-6a-704, to each member entitled to vote on the proposal of the members’ meeting at which the proposal to dissolve will be voted on.The notice required by Subsection (4)(a) shall:state that the purpose, or one of the purposes, of the meeting is to consider the proposal to dissolve the nonprofit corporation; andcontain or be accompanied by a copy of the proposal or a summary of the proposal.
(5) The proposal to dissolve shall be approved by the votes required by Sections 16-6a-714 and 16-6a-715 by every voting group entitled to vote on the proposal to dissolve unless a greater vote is required by: this chapter;the articles of incorporation;bylaws adopted by the members; orthe board of directors acting pursuant to Subsection (3).
(6) The plan of dissolution shall indicate to whom the assets owned or held by the nonprofit corporation will be distributed after all creditors have been paid.
Enacted by Chapter 300, 2000 General Session
16-6a-1403 - Articles of dissolution.
(1) At any time after dissolution is authorized, the nonprofit corporation may dissolve by delivering to the division for filing articles of dissolution setting forth: the name of the nonprofit corporation;the address of the nonprofit corporation’s principal office; orif a principal office is not to be maintained, a statement that the nonprofit corporation will not maintain a principal office; andif different from the address of the principal office or if no principal office is to be maintained, the address to which service of process may be mailed pursuant to Section 16-6a-1409;the date dissolution was authorized;if dissolution was authorized by the directors or the incorporators pursuant to Section 16-6a-1401, a statement to that effect;if dissolution was approved by the members pursuant to Section 16-6a-1402, a statement that the number of votes cast for the proposal to dissolve by each voting group entitled to vote separately on the proposal was sufficient for approval by that voting group; andany additional information as the division determines is necessary or appropriate.
(2) A nonprofit corporation is dissolved upon the effective date of its articles of dissolution.
(3) Articles of dissolution need not be filed by a nonprofit corporation that is dissolved pursuant to Section 16-6a-1418.
Enacted by Chapter 300, 2000 General Session
16-6a-1404 - Revocation of dissolution.
(1) A nonprofit corporation may revoke its dissolution within 120 days after the effective date of the dissolution.
(2) Except as provided in Subsection (2)(b), revocation of dissolution shall be authorized in the same manner as the dissolution was authorized.The board of directors may revoke the dissolution without member action if:the dissolution is authorized pursuant to Section 16-6a-1402; andthe authorization permitted revocation by action of the board of directors alone.
(3) After the revocation of dissolution is authorized, the nonprofit corporation may revoke the dissolution by delivering to the division for filing, within 120 days after the effective date of dissolution:articles of revocation of dissolution; anda copy of its articles of dissolution.The articles of revocation of dissolution shall set forth:the name of the nonprofit corporation;the effective date of the dissolution that was revoked;the date that the revocation of dissolution was authorized;if, pursuant to Subsection (2), the directors or the incorporators revoked a dissolution authorized under Section 16-6a-1401, a statement that the revocation of dissolution was authorized by the directors or the incorporators, as the case may be;if, pursuant to Subsection (2), the directors revoked a dissolution approved by the members, a statement that the revocation was permitted by action of the directors pursuant to that approval; andif the revocation of dissolution was approved pursuant to Subsection (2) by the members, a statement that the number of votes cast for revocation of dissolution by each voting group entitled to vote separately on the proposal to dissolve was sufficient for approval by that voting group.
(4) Revocation of dissolution is effective as provided in Subsection 16-6a-108(1).A delayed effective date may not be specified pursuant to Subsection 16-6a-108(2).
(5) When the revocation of dissolution is effective: the revocation relates back to and takes effect as of the effective date of the dissolution; andthe nonprofit corporation may carry on its activities and use its corporate name as if dissolution had never occurred.
Enacted by Chapter 300, 2000 General Session
16-6a-1405 - Effect of dissolution.
(1) A dissolved nonprofit corporation continues its corporate existence but may not carry on any activities except as is appropriate to wind up and liquidate its affairs, including: collecting its assets;returning, transferring, or conveying assets held by the nonprofit corporation upon a condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, in accordance with the condition;transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws;discharging or making provision for discharging its liabilities; anddoing every other act necessary to wind up and liquidate its assets and affairs.
(2) Dissolution of a nonprofit corporation does not: transfer title to the nonprofit corporation’s property including title to water rights, water conveyance facilities, or other assets of a nonprofit corporation organized to divert or distribute water to its members;subject its directors or officers to standards of conduct different from those prescribed in this chapter;change quorum or voting requirements for its board of directors or members;change provisions for selection, resignation, or removal of its directors or officers, or both;change provisions for amending its bylaws or its articles of incorporation;prevent commencement of a proceeding by or against the nonprofit corporation in its corporate name; orabate or suspend a proceeding pending by or against the nonprofit corporation on the effective date of dissolution.
(3) Nothing in this section may be applied in a manner inconsistent with a court’s power of judicial dissolution exercised in accordance with Section 16-6a-1414.
Amended by Chapter 401, 2023 General Session
16-6a-1406 - Disposition of known claims by notification.
(1) A dissolved nonprofit corporation may dispose of the known claims against it by following the procedures described in this section.
(2) A dissolved nonprofit corporation electing to dispose of known claims pursuant to this section may give written notice of the dissolution to known claimants at any time after the effective date of the dissolution. The written notice shall: describe the information that shall be included in a claim;provide an address to which written notice of any claim shall be given to the nonprofit corporation;state the deadline by which the dissolved nonprofit corporation shall receive a claim, which may not be fewer than 120 days after the effective date of the notice; andstate that unless sooner barred by any other state statute limiting actions, a claim will be barred if not received by the deadline stated in Subsection (2)(c).
(3) Unless sooner barred by any other statute limiting actions, a claim against the dissolved nonprofit corporation is barred if: a claimant was given notice under Subsection (2); andthe claim is not received by the dissolved nonprofit corporation by the deadline stated in the notice; orthe dissolved nonprofit corporation delivers to the claimant written notice of rejection of the claim within 90 days after receipt of the claim; andthe claimant whose claim was rejected by the dissolved nonprofit corporation does not commence a proceeding to enforce the claim within 90 days after the effective date of the rejection notice.
(4) Claims that are not rejected by the dissolved nonprofit corporation in writing within 90 days after receipt of the claim by the dissolved nonprofit corporation shall be considered accepted.
(5) The failure of the dissolved nonprofit corporation to give notice to any known claimant pursuant to Subsection (2) does not affect the disposition under this section of any claim held by any other known claimant.
(6) For purposes of this section: “claim” does not include:a contingent liability; ora claim based on an event occurring after the effective date of dissolution; andan action to enforce a claim includes:any civil action; andany arbitration under any agreement for binding arbitration between the dissolved nonprofit corporation and the claimant.
Enacted by Chapter 300, 2000 General Session
16-6a-1407 - Disposition of claims by publication.
(1) A dissolved nonprofit corporation may publish notice of its dissolution and request that persons with claims against the nonprofit corporation present them in accordance with the notice.
(2) The notice described in Subsection (1) shall: be published:one time in a newspaper of general circulation in: the county where:the dissolved nonprofit corporation’s principal office is located; orif the dissolved nonprofit corporation has no principal office in this state, its registered office is or was last located; orif neither Subsection (2)(a)(i)(A) or (B) apply, Salt Lake County; andas required in Section 45-1-101;describe the information that shall be included in a claim;provide an address at which any claim shall be given to the nonprofit corporation; andstate that unless sooner barred by any other statute limiting actions, a claim will be barred if an action to enforce the claim is not commenced within three years after publication of the notice.
(3) If the dissolved nonprofit corporation publishes a newspaper or website notice in accordance with Subsection (2), then unless sooner barred under Section 16-6a-1406 or under any other statute limiting actions, the claim of any claimant against the dissolved nonprofit corporation is barred unless the claimant commences an action to enforce the claim against the dissolved nonprofit corporation within three years after the publication date of the notice.
(4) For purposes of this section: “claim” means any claim, including claims of this state, whether:known;due or to become due;absolute or contingent;liquidated or unliquidated;founded on contract, tort, or other legal basis; orotherwise; andan action to enforce a claim includes:any civil action; andany arbitration under any agreement for binding arbitration between the dissolved nonprofit corporation and the claimant.
Amended by Chapter 388, 2009 General Session
16-6a-1408 - Enforcement of claims against dissolved nonprofit corporation.
(1) Subject to Subsection (2), a claim may be enforced under Section 16-6a-1406 or 16-6a-1407: against the dissolved nonprofit corporation to the extent of its undistributed assets; andif assets have been distributed in liquidation, against any person, other than a creditor of the nonprofit corporation, to whom the nonprofit corporation distributed its property.
(2) Notwithstanding Subsection (1), a distributee’s total liability for all claims under this section may not exceed the total value of assets distributed to the distributee, as the value is determined at the time of distribution.
(3) A distributee required to return any portion of the value of assets received by the distributee in liquidation shall be entitled to contribution from all other distributees.Each contribution under Subsection (3)(a):shall be in accordance with the contributing distributee’s rights and interests; andmay not exceed the value of the assets received by the contributing distributee in liquidation.
Enacted by Chapter 300, 2000 General Session
16-6a-1409 - Service on dissolved nonprofit corporation.
(1) A dissolved nonprofit corporation shall: maintain a registered agent to accept service of process on its behalf; orbe considered to have authorized service of process on it by registered or certified mail, return receipt requested, to:the address of its principal office, if any: as set forth in its articles of dissolution; oras last changed by notice delivered to the division for filing; orthe address for service of process that: is stated in its articles of dissolution; oras last changed by notice delivered to the division for filing.
(2) Service effected pursuant to Subsection (1)(b) is perfected at the earliest of: the date the dissolved nonprofit corporation receives the process, notice, or demand;the date shown on the return receipt, if signed on behalf of the dissolved nonprofit corporation; orfive days after mailing.
(3) Subsection (1) does not prescribe the only means, or necessarily the required means, of serving a dissolved nonprofit corporation.
Enacted by Chapter 300, 2000 General Session
16-6a-1410 - Grounds for administrative dissolution.
The division may commence a proceeding under Section 16-6a-1411 for administrative dissolution of a nonprofit corporation if:
(1) the nonprofit corporation does not pay when they are due any taxes, fees, or penalties imposed by this chapter or other applicable laws of this state;
(2) the nonprofit corporation does not deliver its annual report to the division when it is due;
(3) the nonprofit corporation is without a registered agent; or
(4) the nonprofit corporation does not give notice to the division that: its registered agent has been changed;its registered agent has resigned; orthe nonprofit corporation’s period of duration stated in its articles of incorporation expires.
Amended by Chapter 364, 2008 General Session
16-6a-1411 - Procedure for and effect of administrative dissolution.
(1) If the division determines that one or more grounds exist under Section 16-6a-1410 for dissolving a nonprofit corporation, the division shall mail to the nonprofit corporation written notice of the determination, stating the one or more grounds for administrative dissolution.
(2) If the nonprofit corporation does not correct each ground for dissolution, or demonstrate to the reasonable satisfaction of the division that each ground determined by the division does not exist, within 60 days after mailing of the notice contemplated in Subsection (1), the division shall administratively dissolve the nonprofit corporation.If a nonprofit corporation is dissolved under Subsection (2)(a), the division shall mail written notice of the administrative dissolution to the dissolved nonprofit corporation stating the date of dissolution specified in Subsection (2)(d).The division shall mail written notice of the administrative dissolution to:the last registered agent of the dissolved nonprofit corporation; orif there is no registered agent of record, at least one officer of the nonprofit corporation.A nonprofit corporation’s date of dissolution is five days after the date the division mails written notice of dissolution under Subsection (2)(b).
(3) Except as provided in Subsection (3)(b), a nonprofit corporation administratively dissolved continues its corporate existence, but may not carry on any activities except as is appropriate to:wind up and liquidate its affairs under Section 16-6a-1405; andto give notice to claimants in the manner provided in Sections 16-6a-1406 and 16-6a-1407.If the nonprofit corporation is reinstated in accordance with Section 16-6a-1412, business conducted by the nonprofit corporation during a period of administrative dissolution is unaffected by the dissolution.
(4) The administrative dissolution of a nonprofit corporation does not terminate the authority of its registered agent.
(5) A notice mailed under this section shall be: mailed first class, postage prepaid; andaddressed to the most current mailing address appearing on the records of the division for:the registered agent of the nonprofit corporation, if the notice is required to be mailed to the registered agent; orthe officer of the nonprofit corporation that is mailed the notice if the notice is required to be mailed to an officer of the nonprofit corporation.
Amended by Chapter 386, 2009 General Session
16-6a-1412 - Reinstatement following administrative dissolution — Reinstatement after voluntary dissolution.
(1) A nonprofit corporation administratively dissolved under Section 16-6a-1411 may apply to the division for reinstatement under the nonprofit corporation’s same name at any time after the effective date of dissolution if the nonprofit corporation’s name is available and the nonprofit corporation delivers to the division for filing an application for reinstatement that:states:the effective date of the nonprofit corporation’s administrative dissolution and the nonprofit corporation’s corporate name on the effective date of dissolution;that the ground or grounds for dissolution:did not exist; orhave been eliminated;the corporate name under which the nonprofit corporation is being reinstated;the corporate name that satisfies the requirements of Section 16-6a-401;that the nonprofit corporation has paid all fees or penalties imposed under this chapter or other applicable state law;that the nonprofit corporation:has paid any taxes, fees, or penalties owed to the State Tax Commission; oris current on a payment plan with the State Tax Commission for any taxes, fees, or penalties owed to the State Tax Commission;the address of the nonprofit corporation’s registered office;the name of the nonprofit corporation’s registered agent at the office stated in Subsection (1)(a)(vii);the federal employer identification number of the nonprofit corporation; andany additional information the division determines is necessary or appropriate; andincludes the written consent to appointment by the designated registered agent.
(2) A nonprofit corporation administratively dissolved under Section 16-6a-1411 on or after May 1, 2019, but before May 1, 2024, may apply for reinstatement under the nonprofit corporation’s same corporate name if the nonprofit corporation’s name is available and the nonprofit corporation delivers to the division for filing an application for reinstatement that satisfies the requirements of Subsections (1)(a)(i), (1)(a)(iii) through (x), and (1)(b).
(3) A nonprofit corporation administratively dissolved under Section 16-6a-1411 retains the nonprofit corporation’s corporate name and assumed name, as described in Section 42-2-6.6, for five years after the day on which the dissolution is effective.
(4) After receiving a nonprofit corporation’s application for reinstatement, the division shall:provide the State Tax Commission with the nonprofit corporation’s federal employer identification number; andrequest that the State Tax Commission certify that the nonprofit corporation is in good standing.The State Tax Commission shall certify that a nonprofit corporation is in good standing if the nonprofit corporation:has paid all taxes, fees, and penalties the nonprofit corporation owed to the State Tax Commission; oris current on a payment plan with the State Tax Commission for all taxes, fees, and penalties the nonprofit corporation owes to the State Tax Commission.If a nonprofit corporation is not in good standing as described in Subsection (4)(b), the State Tax Commission shall:notify the division, stating that the nonprofit corporation is not in good standing; andnotify the nonprofit corporation, explaining in detail why the nonprofit corporation is not in good standing.
(5) The division shall revoke the administrative dissolution if:the division determines that the application for reinstatement contains the information required under Subsection (1) or (2);the division determines that the information in the application is correct; andthe State Tax Commission certifies that the nonprofit corporation is in good standing as described in Subsection (4)(b).The division shall mail written notice of the revocation to the nonprofit corporation in the manner provided in Subsection 16-Ch16_6a|16-6a-1411] stating the effective date of the dissolution.
(6) When the reinstatement is effective:the reinstatement relates back to and takes effect as of the effective date of the administrative dissolution;the nonprofit corporation may carry on the nonprofit corporation’s activities, under the name provided in the application for reinstatement, as if the administrative dissolution had never occurred; andan act of the nonprofit corporation during the period of dissolution is effective and enforceable as if the administrative dissolution had never occurred.
(7) The division may make rules for the reinstatement of a nonprofit corporation voluntarily dissolved.The rules made under Subsection (7)(a) shall be substantially similar to the requirements of this section for reinstatement of a nonprofit corporation that is administratively dissolved.
Amended by Chapter 232, 2024 General Session
16-6a-1413 - Appeal from denial of reinstatement.
(1) If the division denies a nonprofit corporation’s application for reinstatement following administrative dissolution under Section 16-6a-1411, the division shall mail to the nonprofit corporation in the manner provided in Subsection 16-6a-1411(5) written notice: setting forth the reasons for denying the application; andstating that the nonprofit corporation has the right to appeal the division’s determination to the executive director as provided in Subsection (2).
(2) If the division denies a nonprofit corporation’s application for reinstatement following administrative dissolution, in accordance with Title 63G, Chapter 4, Administrative Procedures Act, the following may appeal the denial to the executive director: the nonprofit corporation for which the reinstatement was requested; orthe representative of the nonprofit corporation for which reinstatement was requested.
Amended by Chapter 386, 2009 General Session
16-6a-1414 - Grounds and procedure for judicial dissolution.
(1) The attorney general or the division director may bring an action in a court with jurisdiction under Title 78A, Judiciary and Judicial Administration, to dissolve a nonprofit corporation if it is established that:the nonprofit corporation obtained the nonprofit corporation’s articles of incorporation through fraud; orthe nonprofit corporation has continued to exceed or abuse the authority conferred upon the nonprofit corporation by law.
(2) A member or director of a nonprofit corporation may bring an action in a court with jurisdiction under Title 78A, Judiciary and Judicial Administration, to dissolve the nonprofit corporation if it is established that:the directors are deadlocked in the management of the corporate affairs;the members, if any, are unable to break the deadlock; andirreparable injury to the nonprofit corporation is threatened or being suffered;the directors or those in control of the nonprofit corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;the members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired or would have expired upon the election of their successors; orthe corporate assets are being misapplied or wasted.
(3) A creditor may bring an action in a court with jurisdiction under Title 78A, Judiciary and Judicial Administration, to dissolve a nonprofit corporation if it is established that:the creditor’s claim has been reduced to judgment;the execution on the judgment has been returned unsatisfied; andthe nonprofit corporation is insolvent; orthe nonprofit corporation is insolvent; andthe nonprofit corporation has admitted in writing that the creditor’s claim is due and owing.
(4) As used in this Subsection (4):“Misconduct claim” means:a claim for wrongful death, fraud, breach of public trust, or an intentional tort; ora claim regarding criminal conduct by a director, member, or employee of the nonprofit corporation that is a felony offense or an offense described in Title 76, Chapter 5, Part 4, Sexual Offenses, Title 76, Chapter 5b, Sexual Exploitation Act, or Section 76-7-102.”Misconduct claim” does not include a claim regarding criminal conduct by a director, member, or employee of the nonprofit corporation that is an offense described in Section 76-5-417 or 76-5-420.”Nonprofit corporation” does not include a bona fide church or religious organization.If a person brings a misconduct claim in an action against a nonprofit corporation, the person may also bring an action to dissolve the nonprofit corporation.If a person brings a dissolution action under Subsection (4)(b), the court may only dissolve the nonprofit corporation if the court finds the nonprofit corporation is liable for the misconduct claim.Upon a motion by the plaintiff in a dissolution action described in Subsection (4)(b), the court may:issue an injunction preventing the nonprofit corporation from selling or disposing of any assets held by the nonprofit corporation; andrequire the nonprofit corporation to deposit funds, or post a bond, with the court for the amount of damages pleaded in the complaint.The court may void a transaction that is made by the nonprofit corporation within 12 months before the day on which the action was filed with the court if the court finds that the transaction is voidable under Section 25-6-202.
(5) If an action is brought under this section, it is not necessary to make directors or members parties to the action to dissolve the nonprofit corporation unless relief is sought against the members individually.
(6) In an action under this section, the court may:issue injunctions;appoint a receiver or a custodian pendente lite with all powers and duties the court directs; ortake other action required to preserve the nonprofit corporation’s assets wherever located and carry on the business of the nonprofit corporation until a full hearing can be held.
(7) If a nonprofit corporation has been dissolved by voluntary or another action taken under this part:the nonprofit corporation may bring a proceeding to wind up and liquidate its business and affairs under judicial supervision in accordance with Section 16-6a-1405; andthe attorney general, a director, a member, a creditor, or a plaintiff under Subsection (4) may bring a proceeding to wind up and liquidate the affairs of the nonprofit corporation under judicial supervision in accordance with Section 16-6a-1405, upon establishing the grounds set forth in Subsections (1) through (4).
Amended by Chapter 173, 2025 General Session
16-6a-1416 - Receivership or custodianship.
(1) As used in this section:“Decree of dissolution” includes an order of a court entered in a proceeding under Section 16-6a-1414 that directs that the affairs of a nonprofit corporation be wound up and liquidated under judicial supervision.”Judicial proceeding to dissolve the nonprofit corporation” includes a proceeding brought under Section 16-6a-1414.
(2) A court in a judicial proceeding brought to dissolve a nonprofit corporation may appoint:one or more receivers to wind up and liquidate the affairs of the nonprofit corporation; orone or more custodians to manage the affairs of the nonprofit corporation.Before appointing a receiver or custodian, the court shall hold a hearing, after giving notice to:all parties to the proceeding; andany interested persons designated by the court.The court appointing a receiver or custodian has exclusive jurisdiction over the nonprofit corporation and all of its property, wherever located.The court may appoint as a receiver or custodian:an individual;a domestic or foreign corporation authorized to conduct affairs in this state; ora domestic or foreign nonprofit corporation authorized to conduct affairs in this state.The court may require the receiver or custodian to post bond, with or without sureties, in an amount specified by the court.
(3) The court shall describe the powers and duties of the receiver or custodian in its appointing order that may be amended from time to time. Among other powers the receiver shall have the power to:dispose of all or any part of the property of the nonprofit corporation, wherever located:at a public or private sale; andif authorized by the court; andsue and defend in the receiver’s own name as receiver of the nonprofit corporation in all courts.
(4) The custodian may exercise all of the powers of the nonprofit corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the nonprofit corporation in the best interests of its members and creditors.
(5) If doing so is in the best interests of the nonprofit corporation and its members and creditors, the court may:during a receivership, redesignate the receiver as a custodian; andduring a custodianship, redesignate the custodian as a receiver.
(6) The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made from the assets of the nonprofit corporation or proceeds from the sale of the assets to:the receiver;the custodian; orthe receiver’s or custodian’s attorney.
Amended by Chapter 331, 2024 General Session
16-6a-1417 - Decree of dissolution.
(1) As used in this section:“Decree of dissolution” includes an order of a court entered in a proceeding under Section 16-6a-1414 that directs that the affairs of a nonprofit corporation be wound up and liquidated under judicial supervision.”Judicial proceeding to dissolve the nonprofit corporation” includes a proceeding brought under Section 16-6a-1414.
(2) If after a hearing the court determines that one or more grounds for judicial dissolution described in Section 16-6a-1414 exist:the court may enter a decree:dissolving the nonprofit corporation; andspecifying the effective date of the dissolution; andthe clerk of the court shall deliver a certified copy of the decree to the division which shall file it accordingly.
(3) After entering the decree of dissolution, the court shall direct:the winding up and liquidation of the nonprofit corporation’s affairs in accordance with Section 16-6a-1405; andthe giving of notice to:the nonprofit corporation’s registered agent; orthe division if it has no registered agent; andto claimants in accordance with Sections 16-6a-1406 and 16-6a-1407.
(4) The court’s order or decision may be appealed as in other civil proceedings.
Amended by Chapter 331, 2024 General Session
16-6a-1418 - Dissolution upon expiration of period of duration.
(1) A nonprofit corporation shall be dissolved upon and by reason of the expiration of its period of duration, if any, stated in its articles of incorporation.
(2) For purposes of this section: a provision in the articles of incorporation is considered a provision for a period of duration if it is to the effect that the nonprofit corporation or its existence shall be terminated:at a specified date;after a stated period of time;upon a contingency; orany event similar to those described in Subsections (2)(a)(i) through (iii); andthe following shall be considered to be the expiration of the nonprofit corporation’s period of duration:the occurrence of the specified date;the expiration of the stated period of time;the occurrence of the contingency; orthe satisfaction of the provision described in Subsection (2)(a)(iv).
Enacted by Chapter 300, 2000 General Session
16-6a-1419 - Deposit with state treasurer.
Assets of a dissolved nonprofit corporation that are to be transferred to a creditor, claimant, or member of the nonprofit corporation shall be reduced to cash and deposited with the state treasurer in accordance with Title 67, Chapter 4a, Revised Uniform Unclaimed Property Act , if the creditor, claimant, or member:
(1) cannot be found; or
(2) is not legally competent to receive the assets.
Amended by Chapter 378, 2010 General Session
Foreign Nonprofit Corporations
16-6a-1501 - Authority to conduct affairs required.
(1) A foreign nonprofit corporation may not conduct affairs in this state until its application for authority to conduct affairs is filed by the division.This part shall be applicable to foreign nonprofit corporations that conduct affairs governed by other statutes of this state only to the extent this part is not inconsistent with such other statutes.
(2) A foreign nonprofit corporation may not be considered to be conducting affairs in this state within the meaning of Subsection (1) by reason of carrying on in this state any one or more of the following activities: maintaining, defending, or settling in its own behalf any proceeding or dispute;holding meetings of its board of directors or members or carrying on other activities concerning internal corporate affairs;maintaining bank accounts;maintaining offices or agencies for the transfer, exchange, and registration of memberships or securities;maintaining trustees or depositaries with respect to the memberships or securities described in Subsection (2)(d);selling through independent contractors;soliciting or obtaining orders, if the orders require acceptance outside this state before they become contracts, whether by mail or through employees or agents or otherwise;creating, as borrower or lender, or acquiring indebtedness, mortgages, or other security interests in real or personal property;securing or collecting debts in its own behalf or enforcing mortgages or security interests in property securing the debts;owning, without more, real or personal property;conducting an isolated transaction that is:completed within 30 days; andnot one in the course of repeated transactions of a like nature;conducting affairs in interstate commerce;granting funds;distributing information to its members; orany other activity not considered to constitute conducting affairs in this state in the discretion of the division.
(3) The list of activities in Subsection (2) is not exhaustive.
(4) Nothing in this section shall limit or affect the right to subject a foreign nonprofit corporation that does not, or is not required to, have authority to conduct affairs in this state: to the jurisdiction of the courts of this state; orto serve upon any foreign nonprofit corporation any process, notice, or demand required or permitted by law to be served upon a nonprofit corporation pursuant to:any applicable provision of law; orany applicable rules of civil procedure.
Enacted by Chapter 300, 2000 General Session
16-6a-1502 - Consequences of conducting affairs without authority.
(1) A foreign nonprofit corporation, its successor, or anyone acting on its behalf, conducting affairs in this state without authority may not be permitted to maintain a proceeding in any court in this state until an application for authority to conduct affairs is filed.
(2) A foreign nonprofit corporation or successor that conducts affairs in this state without authority shall be liable to this state in an amount equal to the sum of:all fees imposed by this chapter or prior law that would have been paid for all years or portions of years during which it conducted affairs in this state without authority; andall penalties imposed by the division for failure to pay the fees described in Subsection (2)(a)(i).An application for authority to conduct affairs may not be filed until payment of the amounts due under this Subsection (2) is made.
(3) A court may stay a proceeding commenced by a foreign nonprofit corporation, its successor, or assignee until it determines whether the foreign nonprofit corporation, its successor, or assignee is required to file an application for authority to conduct affairs.If the court determines that a foreign nonprofit corporation, its successor, or assignee is required to file an application for authority to conduct affairs, the court may further stay the proceeding until the required application for authority to conduct affairs has been filed with the division.
(4) A foreign nonprofit corporation that conducts affairs in this state without authority is subject to a civil penalty, payable to this state, of 5,000 for each year.The following are subject to a civil penalty payable to the state not exceeding $1,000:each officer of a foreign nonprofit corporation who authorizes, directs, or participates in the conducting of affairs in this state without authority; andeach agent of a foreign nonprofit corporation who transacts business in this state on behalf of a foreign nonprofit corporation that is not authorized.The division may make rules to carry out the provisions of this Subsection (4), including procedures to request the division to abate for reasonable cause a penalty imposed under this Subsection (4).If the division imposes a civil penalty under this Subsection (4) on a foreign nonprofit corporation, in accordance with Title 63G, Chapter 4, Administrative Procedures Act, the following may appeal the civil penalty to the executive director:the foreign nonprofit corporation; orthe representative of the foreign nonprofit corporation.
(5) The civil penalties set forth in Subsection (4) may be recovered in an action brought:in an appropriate court in Salt Lake County; orin any other county in this state in which the foreign nonprofit corporation: has a registered, principal, or business office; orhas conducted affairs.Upon a finding by the court that a foreign nonprofit corporation or any of its officers or agents have conducted affairs in this state in violation of this part, in addition to or instead of a civil penalty, the court shall issue an injunction restraining:the further conducting of affairs of the foreign nonprofit corporation; andthe further exercise of any corporate rights and privileges in this state.Upon issuance of the injunction described in Subsection (5)(b), the foreign nonprofit corporation shall be enjoined from conducting affairs in this state until:all civil penalties have been paid, plus any interest and court costs assessed by the court; andthe foreign nonprofit corporation has otherwise complied with the provisions of this part.
(6) Notwithstanding Subsections (1) and (2), the failure of a foreign nonprofit corporation to have authority to conduct affairs in this state does not: impair the validity of its corporate acts; orprevent the foreign nonprofit corporation from defending any proceeding in this state.
Amended by Chapter 382, 2008 General Session
16-6a-1503 - Application for authority to conduct affairs.
(1) A foreign nonprofit corporation may apply for authority to conduct affairs in this state by delivering to the division for filing an application for authority to conduct affairs setting forth:its corporate name and its assumed corporate name, if any;the name of the state or country under whose law it is incorporated;its date of incorporation;its period of duration;the street address of its principal office;the information required by Subsection 16-Ch16_17|16-17-203];the names and usual business addresses of its current directors and officers;the date it commenced or expects to commence conducting affairs in this state; andthe additional information the division determines is necessary or appropriate to determine whether the application for authority to conduct affairs should be filed.
(2) With the completed application required by Subsection (1) the foreign nonprofit corporation shall deliver to the division for a certificate of existence, or a document of similar import that is:authenticated by the division or other official having custody of corporate records in the state or country under whose law it is incorporated; anddated within 90 days before the day on which the application for authority to conduct affairs is filed.
(3) The foreign nonprofit corporation shall include in the application for authority to conduct affairs, or in an accompanying document, written consent to appointment by its designated registered agent.
(4) Beginning January 1, 2025, a foreign nonprofit corporation that is a charitable organization, unless exempted by Section 13-22-15, shall file the information described in Section 13-22-15 in the form described in Section 13-22-15.
(5) The division may permit a tribal nonprofit corporation to apply for authority to conduct affairs in this state in the same manner as a nonprofit corporation incorporated in another state.If a tribal nonprofit corporation elects to apply for authority to conduct affairs in this state, for purposes of this chapter, the tribal nonprofit corporation shall be treated in the same manner as a foreign nonprofit corporation incorporated under the laws of another state.
Amended by Chapter 102, 2024 General Session
16-6a-1504 - Amended application for authority to conduct affairs.
(1) A foreign nonprofit corporation authorized to conduct affairs in this state shall deliver an amended application for authority to conduct affairs to the division for filing if the foreign nonprofit corporation changes: its corporate name;its assumed corporate name;the period of its duration;the state or country of its incorporation; orany of the information required by Subsection 16-17-203(1).
(2) The requirements of Section 16-6a-1503 for filing an original application for authority to conduct affairs apply to filing an amended application for authority to conduct affairs under this section.
Amended by Chapter 364, 2008 General Session
16-6a-1505 - Effect of filing an application for authority to conduct affairs.
(1) Filing an application for authority to conduct affairs authorizes the foreign nonprofit corporation to conduct affairs in this state, subject to the right of the state to revoke the authority as provided in this part.
(2) A foreign nonprofit corporation that has authority to conduct affairs in this state: has the same rights and privileges as, but no greater rights or privileges than, a domestic nonprofit corporation of like character; andexcept as otherwise provided by this chapter, is subject to the same duties, restrictions, penalties, and liabilities imposed on or later to be imposed on, a domestic nonprofit corporation of like character.
(3) This chapter does not authorize this state to regulate the organization or internal affairs of a foreign nonprofit corporation authorized to conduct affairs in this state.
Enacted by Chapter 300, 2000 General Session
16-6a-1506 - Corporate name and assumed corporate name of foreign nonprofit corporation.
(1) Except as provided in Subsection (2), if the corporate name of a foreign nonprofit corporation does not satisfy the requirements of Section 16-6a-401, to obtain authority to conduct affairs in this state, the foreign nonprofit corporation shall assume for use in this state a name that satisfies the requirements of Section 16-6a-401.Section 16-6a-401 applies to a domestic nonprofit corporation.
(2) A foreign nonprofit corporation may obtain authority to conduct affairs in this state with a name that does not meet the requirements of Subsection (1) because it is not distinguishable as required under Subsection 16-6a-401(2), if the foreign nonprofit corporation delivers to the division for filing either: a written consent to the foreign nonprofit corporation’s use of the name, given and signed by the other person entitled to the use of the name; anda written undertaking by the other person, in a form satisfactory to the division, to change its name to a name that is distinguishable from the name of the applicant; ora certified copy of a final judgment of a court of competent jurisdiction establishing the prior right of the foreign nonprofit corporation to use the requested name in this state.
(3) A foreign nonprofit corporation may use in this state the name, including the fictitious name, of another domestic or foreign nonprofit corporation that is used or registered in this state if: the other corporation is incorporated or authorized to conduct affairs in this state; andthe foreign nonprofit corporation:has merged with the other corporation; orhas been formed by reorganization of the other corporation.
(4) If a foreign nonprofit corporation authorized to conduct affairs in this state, whether under its corporate name or an assumed corporate name, changes its corporate name to one that does not satisfy the requirements of Subsections (1) through (3), or the requirements of Section 16-6a-401, the foreign nonprofit corporation: may not conduct affairs in this state under the changed name;shall use an assumed corporate name that does meet the requirements of this section; andshall deliver to the division for filing an amended application for authority to conduct affairs pursuant to Section 16-6a-1504.
Amended by Chapter 197, 2002 General Session
16-6a-1507 - Registered name of foreign nonprofit corporation.
(1) A foreign nonprofit corporation may register its corporate name as provided in this section if the name would be available for use as a corporate name for a domestic nonprofit corporation under Section 16-6a-401.If the foreign nonprofit corporation’s corporate name would not be available for use as a corporate name for a domestic nonprofit corporation, the foreign nonprofit corporation may register its corporate name modified by the addition of any of the following words or abbreviations, if the modified name would be available for use under Section 16-6a-401:“corporation”;“incorporated”;“company”;“corp.”;“inc.”; or”co.”
(2) A foreign nonprofit corporation registers its corporate name, or its corporate name with any addition permitted by Subsection (1), by delivering to the division for filing an application for registration: setting forth:its corporate name;the name to be registered that shall meet the requirements of Section 16-6a-401 that apply to domestic nonprofit corporations;the state or country and date of incorporation; anda brief description of the nature of the business in which it is engaged; andaccompanied by a certificate of existence, or a document of similar import from the state or country of incorporation as evidence that the foreign nonprofit corporation is in existence or has authority to conduct affairs under the laws of the state or country in which it is organized.
(3) A name is registered for the applicant upon the effective date of the application.An initial registration is effective for one year.
(4) A foreign nonprofit corporation that has in effect a registration of its corporate name as permitted by Subsection (1) may renew the registration by delivering to the division for filing a renewal application for registration, that complies with the requirements of Subsection (2).When filed, the renewal application for registration renews the registration for the year following filing.
(5) A foreign nonprofit corporation that has in effect registration of its corporate name may:apply for authority to conduct affairs in this state under the registered name in accordance with the procedure set forth in this part; orassign the registration to another foreign nonprofit corporation by delivering to the division for filing an assignment of the registration that states: the registered name;the name of the assigning foreign nonprofit corporation;the name of the assignee; andthe assignee’s application for registration of the name.The assignee’s application for registration of the name required by Subsection (5)(a) shall meet the requirements of this part.
(6) A foreign nonprofit corporation that has in effect registration of its corporate name may terminate the registration at any time by delivering to the division for filing a statement of termination:setting forth the corporate name; andstating that the registration is terminated.A registration automatically terminates upon the filing of an application for authority to conduct affairs in this state under the registered name.
(7) The registration of a corporate name under Subsection (1) constitutes authority by the division to file an application meeting the requirements of this part for authority to conduct affairs in this state under the registered name, but the authorization is subject to the limitations applicable to corporate names as set forth in Section 16-6a-403.
Amended by Chapter 197, 2002 General Session
16-6a-1510 - Resignation of registered agent of foreign nonprofit corporation.
(1) The registered agent of a foreign nonprofit corporation authorized to conduct affairs in this state may resign the agency appointment by delivering to the division for filing a statement of resignation, that shall:be signed by the resigning registered agent; andbe accompanied by two exact or conformed copies of the statement of resignation; andinclude a declaration that notice of the resignation has been given to the foreign nonprofit corporation.The statement of resignation may include a statement that the registered office is also discontinued.
(2) After filing the statement of resignation, the division shall deliver: one copy of the statement of resignation to the registered office of the foreign nonprofit corporation; andone copy of the statement of resignation to its principal office, if known.
(3) The agency appointment terminates, and the registered office discontinues if so provided, 31 days after the filing date of the statement of resignation.
Enacted by Chapter 300, 2000 General Session
16-6a-1511 - Service on foreign nonprofit corporation.
(1) The registered agent of a foreign nonprofit corporation authorized to conduct affairs in this state is the foreign corporation’s agent for service of process, notice, or demand required or permitted by law to be served on the foreign nonprofit corporation.
(2) If a foreign nonprofit corporation authorized to conduct affairs in this state has no registered agent or if the registered agent cannot with reasonable diligence be served, the foreign nonprofit corporation may be served by registered or certified mail, return receipt requested, addressed to the foreign nonprofit corporation at its principal office.Service is perfected under this Subsection (2) at the earliest of:the date the foreign nonprofit corporation receives the process, notice, or demand;the date shown on the return receipt, if signed on behalf of the foreign nonprofit corporation; orfive days after mailing.
(3) This section does not prescribe the only means, or necessarily the required means, of serving a foreign nonprofit corporation authorized to conduct affairs in this state.
Enacted by Chapter 300, 2000 General Session
16-6a-1512 - Merger of foreign nonprofit corporations authorized to conduct affairs in this state.
(1) If two or more foreign nonprofit corporations authorized to conduct affairs in this state are a party to a statutory merger permitted by the laws of the state or country under the laws of which they are incorporated within 30 days after the merger becomes effective, the surviving nonprofit corporation shall file with the division a certificate of fact of merger certified by the proper officer of the state or country under the laws of which the statutory merger was effected.
(2) It is not necessary for a foreign nonprofit corporation authorized to conduct affairs in this state that is a party to a statutory merger described in Subsection (1) to procure a new or amended certificate of authority to conduct affairs in this state unless the name of the surviving nonprofit corporation is changed by the statutory merger.
Enacted by Chapter 300, 2000 General Session
16-6a-1513 - Withdrawal of foreign nonprofit corporation.
(1) A foreign nonprofit corporation authorized to conduct affairs in this state may not withdraw from this state until the foreign nonprofit corporation’s application for withdrawal has been filed by the division.
(2) A foreign nonprofit corporation authorized to conduct affairs in this state may apply for withdrawal by delivering to the division for filing an application for withdrawal that states: the foreign nonprofit corporation’s corporate name and assumed name, if any;the name of the state or country under whose law the foreign nonprofit corporation is incorporated;the address of the foreign nonprofit corporation’s principal office; orif a principal office is not to be maintained, a statement that the foreign nonprofit corporation will not maintain a principal office; andif different from the address of the principal office or if no principal office is to be maintained, the address to which service of process may be mailed pursuant to Section 16-6a-1514;that the foreign nonprofit corporation is not conducting affairs in this state;that the foreign nonprofit corporation surrenders the foreign nonprofit corporation’s authority to conduct affairs in this state;whether the foreign nonprofit corporation’s registered agent will continue to be authorized to accept service on the foreign nonprofit corporation’s behalf in any proceeding based on a cause of action arising during the time the foreign nonprofit corporation was authorized to conduct affairs in this state;the federal employer identification number of the foreign nonprofit corporation; andany additional information that the division determines is necessary or appropriate to:determine whether the foreign nonprofit corporation is entitled to withdraw; anddetermine and assess any unpaid taxes, fees, and penalties payable by the foreign nonprofit corporation as prescribed by this chapter.
(3) After receiving a foreign nonprofit corporation’s application for withdrawal, the division shall:provide the State Tax Commission with the foreign nonprofit corporation’s federal employer identification number; andrequest that the State Tax Commission certify that the foreign nonprofit corporation is in good standing.The State Tax Commission shall certify that a foreign nonprofit corporation is in good standing if the foreign nonprofit corporation has paid all taxes, fees, and penalties the foreign nonprofit corporation owed to the State Tax Commission.If a foreign nonprofit corporation is not in good standing as described in Subsection (3)(b), the State Tax Commission shall:notify the division, stating that the foreign nonprofit corporation is not in good standing; andnotify the foreign nonprofit corporation, explaining in detail why the foreign nonprofit corporation is not in good standing.
(4) The division shall approve a foreign nonprofit corporation’s application for withdrawal if:the division determines that the application for withdrawal contains the information required under Subsection (2);the division determines the information in the application is correct; andthe State Tax Commission certifies that the foreign nonprofit corporation is in good standing as described in Subsection (3)(b).The division shall mail written notice of the withdrawal stating the effective date of the withdrawal to the foreign nonprofit corporation.
Amended by Chapter 191, 2023 General Session
16-6a-1514 - Service on withdrawn foreign nonprofit corporation.
(1) A foreign nonprofit corporation that has withdrawn from this state pursuant to Section 16-6a-1513 shall: maintain a registered agent in this state to accept service on its behalf in any proceeding based on a cause of action arising during the time it was authorized to conduct affairs in this state, in which case the continued authority of the registered agent shall be specified in the application for withdrawal; orbe considered to have authorized service of process on it in connection with any cause of action by registered or certified mail, return receipt requested, to:the address of its principal office, if any: set forth in its application for withdrawal; oras last changed by notice delivered to the division for filing; orthe address for service of process: that is stated in its application for withdrawal; oras last changed by notice delivered to the division for filing.
(2) Service effected pursuant to Subsection (1)(b) is perfected at the earliest of: the date the withdrawn foreign nonprofit corporation receives the process, notice, or demand;the date shown on the return receipt, if signed on behalf of the withdrawn foreign nonprofit corporation; orfive days after mailing.
(3) Subsection (1) does not prescribe the only means, or necessarily the required means, of serving a withdrawn foreign nonprofit corporation.
Amended by Chapter 364, 2008 General Session
16-6a-1515 - Grounds for revocation.
The division may commence a proceeding under Section 16-6a-1516 to revoke the authority of a foreign nonprofit corporation to conduct affairs in this state if:
(1) the foreign nonprofit corporation does not deliver its annual report to the division when it is due;
(2) the foreign nonprofit corporation does not pay when they are due any taxes, fees, or penalties imposed by this chapter or other applicable laws of this state;
(3) the foreign nonprofit corporation is without a registered agent in this state;
(4) the foreign nonprofit corporation does not inform the division by an appropriate filing, within 30 days of the change or resignation, that: its registered agent has changed; orits registered agent has resigned;
(5) an incorporator, director, officer, or agent of the foreign nonprofit corporation signs a document knowing it is false in any material respect with intent that the document be delivered to the division for filing; or
(6) the division receives a duly authenticated certificate from the division or other official having custody of corporate records in the state or country under whose law the foreign nonprofit corporation is incorporated stating that the foreign nonprofit corporation has dissolved or disappeared as the result of a merger.
Amended by Chapter 364, 2008 General Session
16-6a-1516 - Procedure for and effect of revocation.
(1) If the division determines that one or more grounds exist under Section 16-6a-1515 for revoking the authority of a foreign nonprofit corporation to conduct affairs in this state, the division shall mail to the foreign nonprofit corporation with written notice of the division’s determination stating the grounds.
(2) If the foreign nonprofit corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the division that each ground determined by the division does not exist, within 60 days after mailing of the notice under Subsection (1), the division shall revoke the foreign nonprofit corporation’s authority to conduct affairs in this state.If a foreign nonprofit corporation’s authority to conduct affairs in this state is revoked under Subsection (2)(a), the division shall:mail a written notice of the revocation to the foreign nonprofit corporation stating the effective date of the revocation; andmail a copy of the notice to: the last registered agent of the foreign nonprofit corporation; orif there is no registered agent of record, at least one officer of the corporation.
(3) The authority of a foreign nonprofit corporation to conduct affairs in this state ceases on the date shown on the division’s certificate revoking the foreign nonprofit corporation’s certificate of authority.
(4) Revocation of a foreign nonprofit corporation’s authority to conduct affairs in this state does not terminate the authority of the registered agent of the foreign nonprofit corporation.
(5) A notice mailed under this section shall be: mailed first class, postage prepaid; andaddressed to the most current mailing address appearing on the records of the division for:the registered agent of the nonprofit corporation, if the notice is required to be mailed to the registered agent; orthe officer of the nonprofit corporation that is mailed the notice if the notice is required to be mailed to an officer of the nonprofit corporation.
Amended by Chapter 386, 2009 General Session
16-6a-1517 - Appeal from revocation.
If the division revokes the authority of a foreign nonprofit corporation to conduct affairs in this state, in accordance with Title 63G, Chapter 4, Administrative Procedures Act , the following may appeal the refusal to the executive director:
(1) the foreign nonprofit corporation; or
(2) the representative of the foreign nonprofit corporation.
Amended by Chapter 382, 2008 General Session
16-6a-1518 - Domestication of foreign nonprofit corporations.
(1) Any foreign nonprofit corporation may become a domestic nonprofit corporation:by delivering to the division for filing articles of domestication meeting the requirements of Subsection (2);if the board of directors of the foreign nonprofit corporation adopts the articles of domestication; andits members, if any, approve the domestication.The adoption and approval of the domestication shall be in accordance with the consent requirements of Section 16-6a-1003 for amending articles of incorporation.
(2) The articles of domestication shall meet the requirements applicable to articles of incorporation set forth in Sections 16-6a-105 and 16-6a-202, except that:the articles of domestication need not name, or be signed by, the incorporators of the foreign nonprofit corporation; andany reference to the foreign nonprofit corporation’s registered office, registered agent, or directors shall be to: the registered office and agent in Utah; andthe directors in office at the time of filing the articles of domestication.The articles of domestication shall set forth:the date on which and jurisdiction where the foreign nonprofit corporation was first formed, incorporated, or otherwise came into being;the name of the foreign nonprofit corporation immediately prior to the filing of the articles of domestication;any jurisdiction that constituted the seat, location of incorporation, principal place of business, or central administration of the foreign nonprofit corporation immediately prior to the filing of the articles of domestication; anda statement that the articles of domestication were: adopted by the foreign nonprofit corporation’s board of directors; andapproved by its members, if any.
(3) Upon the filing of articles of domestication with the division, the foreign nonprofit corporation shall:be domesticated in this state;be subject to all of the provisions of this chapter after the date of filing the articles of domestication; andcontinue as if it had been incorporated under this chapter.Notwithstanding any other provisions of this chapter, the existence of the foreign nonprofit corporation shall be considered to have commenced on the date the foreign nonprofit corporation commenced its existence in the jurisdiction in which the foreign nonprofit corporation was first formed, incorporated, or otherwise came into being.
(4) The articles of domestication, upon filing with the division, shall: become the articles of incorporation of the foreign nonprofit corporation; andbe subject to amendments or restatement the same as any other articles of incorporation under this chapter.
(5) The domestication of any foreign nonprofit corporation in this state may not be considered to affect any obligation or liability of the foreign nonprofit corporation incurred prior to its domestication.
(6) The filing of the articles of domestication may not affect the choice of law applicable to the foreign nonprofit corporation, except that from the date the articles of domestication are filed, the law of Utah, including the provisions of this chapter, shall apply to the foreign nonprofit corporation to the same extent as if the foreign nonprofit corporation had been incorporated as a domestic nonprofit corporation of this state on that date.
Enacted by Chapter 300, 2000 General Session
Records, Information, and Reports
16-6a-1601 - Corporate records.
(1) A nonprofit corporation shall keep as permanent records: minutes of all meetings of its members and board of directors;a record of all actions taken by the members or board of directors without a meeting;a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the nonprofit corporation; anda record of all waivers of notices of meetings of members and of the board of directors or any committee of the board of directors.
(2) A nonprofit corporation shall maintain appropriate accounting records.
(3) A nonprofit corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the name and address of all members: in alphabetical order, by class; andshowing the number of votes each member is entitled to vote.
(4) A nonprofit corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
(5) A nonprofit corporation shall keep a copy of each of the following records at its principal office: its articles of incorporation;its bylaws;resolutions adopted by its board of directors relating to the characteristics, qualifications, rights, limitations, and obligations of members or any class or category of members;the minutes of all members’ meetings for a period of three years;records of all action taken by members without a meeting, for a period of three years;all written communications to members generally as members for a period of three years;a list of the names and business or home addresses of its current directors and officers;a copy of its most recent annual report delivered to the division under Section 16-6a-1607; andall financial statements prepared for periods ending during the last three years that a member could have requested under Section 16-6a-1606.
Enacted by Chapter 300, 2000 General Session
16-6a-1602 - Inspection of records by directors and members.
(1) A director or member is entitled to inspect and copy any of the records of the nonprofit corporation described in Subsection 16-Ch16_6a|16-6a-1601]:during regular business hours;at the nonprofit corporation’s principal office; andif the director or member gives the nonprofit corporation written demand, at least five business days before the date on which the member wishes to inspect and copy the records.
(2) In addition to the rights set forth in Subsection (1), a director or member is entitled to inspect and copy any of the other records of the nonprofit corporation described in Subsections 16-Ch16_6a|16-6a-1601] through (3):during regular business hours;at a reasonable location specified by the nonprofit corporation; andat least five business days before the date on which the member wishes to inspect and copy the records, if the director or member:meets the requirements of Subsection (3); andgives the nonprofit corporation written demand.
(3) A director or member may inspect and copy the records described in Subsections (1) and (2) only if:the demand is made:in good faith; andfor a proper purpose;the director or member describes with reasonable particularity the purpose and the records the director or member desires to inspect; andthe records are directly connected with the described purpose.
(4) Notwithstanding Section 16-6a-102, for purposes of this section:“member” includes:a beneficial owner whose membership interest is held in a voting trust; andany other beneficial owner of a membership interest who establishes beneficial ownership; and”proper purpose” means a purpose reasonably related to the demanding member’s or director’s interest as a member or director.
(5) The right of inspection granted by this section may not be abolished or limited by the articles of incorporation or bylaws.
(6) This section does not affect:the right of a director or member to inspect records under Section 16-6a-710;the right of a member to inspect records to the same extent as any other litigant if the member is in litigation with the nonprofit corporation; orthe power of a court, independent of this chapter, to compel the production of corporate records for examination.
(7) A director or member may not use any information obtained through the inspection or copying of records permitted by Subsection (2) for any purposes other than those set forth in a demand made under Subsection (3).
Amended by Chapter 519, 2024 General Session
16-6a-1603 - Scope of inspection right.
(1) A director’s or member’s agent or attorney has the same inspection and copying rights as the director or member.
(2) The right to copy records under Section 16-6a-1602 includes, if reasonable, the right to receive copies made by photographic, xerographic, electronic, or other means.
(3) Except as provided in Section 16-6a-1606, the nonprofit corporation may impose a reasonable charge covering the costs of labor and material for copies of any documents provided to the director or member. The charge may not exceed the estimated cost of production and reproduction of the records.
(4) The nonprofit corporation may comply with a director’s or member’s demand to inspect the record of members under Subsection 16-6a-1601(3) by furnishing to the director or member a list of directors or members that: complies with Subsection 16-6a-1601(3); andis compiled no earlier than the date of the director’s or member’s demand.
Amended by Chapter 218, 2010 General Session
16-6a-1604 - Court-ordered inspection of corporate records.
(1) A director or member may bring a petition in a court with jurisdiction under Title 78A, Judiciary and Judicial Administration, against a nonprofit corporation if:the nonprofit corporation refuses to allow a director or member, or the director’s or member’s agent or attorney, to inspect or copy any records that the director or member is entitled to inspect or copy under Subsection 16-6a-1602(1); andthe director or member complies with Subsection 16-6a-1602(1).If a petition is filed under Subsection (1)(a), the court may summarily order the inspection or copying of the records demanded at the nonprofit corporation’s expense on an expedited basis.
(2) A director or member may bring a petition in a court with jurisdiction under Title 78A, Judiciary and Judicial Administration, against a nonprofit corporation if:the nonprofit corporation refuses to allow a director or member, or the director’s or member’s agent or attorney, to inspect or copy any records that the director or member is entitled to inspect or copy pursuant to Subsections 16-6a-1602(2) and (3) within a reasonable time following the director’s or member’s demand; andthe director or member complies with Subsections 16-6a-1602(2) and (3).If a petition is brought under Subsection (2)(a), the court may summarily order the inspection or copying of the records demanded.
(3) If a court orders inspection or copying of the records demanded under Subsection (1) or (2), unless the nonprofit corporation proves that the nonprofit corporation refused inspection or copying in good faith because the nonprofit corporation had a reasonable basis for doubt about the right of the director or member, or the director’s or member’s agent or attorney, to inspect or copy the records demanded: the court shall also order the nonprofit corporation to pay the director’s or member’s costs, including reasonable counsel fees, incurred to obtain the order;the court may order the nonprofit corporation to pay the director or member for any damages the member incurred;if inspection or copying is ordered pursuant to Subsection (2), the court may order the nonprofit corporation to pay the director’s or member’s inspection and copying expenses; andthe court may grant the director or member any other remedy provided by law.
(4) If a court orders inspection or copying of records demanded, the court may impose reasonable restrictions on the use or distribution of the records by the demanding director or member.
Amended by Chapter 401, 2023 General Session
16-6a-1605 - Limitations on use of membership list.
(1) Without consent of the board of directors, a membership list or any part of a membership list may not be obtained or used by any person for any purpose unrelated to a member’s interest as a member.
(2) Without limiting the generality of Subsection (1), without the consent of the board of directors, a membership list or any part of a membership list may not be: used to solicit money or property unless the money or property will be used solely to solicit the votes of the members in an election to be held by the nonprofit corporation;used for any commercial purpose; orsold to or purchased by any person.
Enacted by Chapter 300, 2000 General Session
16-6a-1606 - Financial statements.
By no later than 15 days after the day on which the nonprofit corporation receives a written request of any member, a nonprofit corporation shall mail to the member the following that show in reasonable detail the assets and liabilities and results of the operations of the nonprofit corporation:
(1) the nonprofit corporation’s most recent annual financial statements, if any; and
(2) the nonprofit corporation’s most recently published financial statements, if any.
Amended by Chapter 197, 2002 General Session
16-6a-1607 - Annual report for division.
(1) Each domestic nonprofit corporation, and each foreign nonprofit corporation authorized to conduct affairs in this state, shall deliver to the division for filing an annual report on a form provided by the division that sets forth: the corporate name of the domestic or foreign nonprofit corporation; andany assumed corporate name of the foreign nonprofit corporation;the jurisdiction under whose law it is incorporated;the information required by Subsection 16-17-203(1);the street address of its principal office, wherever located; andthe names and addresses of its directors and principal officers.
(2) The division shall deliver a copy of the prescribed form of annual report to each domestic nonprofit corporation and each foreign nonprofit corporation authorized to conduct affairs in this state.
(3) Information in the annual report shall be current as of the date the annual report is executed on behalf of the nonprofit corporation.
(4) The annual report of a domestic or foreign nonprofit corporation shall be delivered annually to the division no later than 60 days past the date the report was mailed by the division.Proof to the satisfaction of the division that the nonprofit corporation has mailed an annual report form is considered in compliance with this Subsection (4).
(5) If an annual report contains the information required by this section, the division shall file it.If an annual report does not contain the information required by this section, the division shall promptly notify the reporting domestic or foreign nonprofit corporation in writing and return the annual report to it for correction.If an annual report that is rejected under Subsection (5)(b) was otherwise timely filed and is corrected to contain the information required by this section and delivered to the division within 30 days after the effective date of the notice of rejection, the annual report is considered to be timely filed.
(6) The fact that an individual’s name is signed on an annual report form is prima facie evidence for division purposes that the individual is authorized to certify the report on behalf of the nonprofit corporation.
(7) The annual report form provided by the division may be designed to provide a simplified certification by the nonprofit corporation if no changes have been made in the required information from the last preceding report filed.
(8) A domestic or foreign nonprofit corporation may, but may not be required to, deliver to the division for filing an amendment to its annual report reflecting any change in the information contained in its annual report as last amended.
Amended by Chapter 364, 2008 General Session
16-6a-1608 - Statement of person named as director or officer.
Any person named as a director or officer of a domestic or foreign nonprofit corporation in an annual report or other document on file with the division may, if that person does not hold the named position, deliver to the division for filing a statement setting forth:
(1) that person’s name;
(2) the domestic or foreign nonprofit corporation’s name;
(3) information sufficient to identify the report or other document in which the person is named as a director or officer; and
(4) the date on which the person ceased to be a director or officer of the domestic or foreign nonprofit corporation; ora statement that the person did not hold the position for which the person was named in the corporate report or other document.
Enacted by Chapter 300, 2000 General Session
16-6a-1609 - Interrogatories by division.
(1) The division may give interrogatories reasonably necessary to ascertain whether a nonprofit corporation has complied with the provisions of this chapter applicable to the nonprofit corporation to:any domestic or foreign nonprofit corporation subject to the provisions of this chapter; andto any officer or director of a nonprofit corporation described in Subsection (1)(a)(i).The interrogatories described in this Subsection (1) shall be answered within:30 days after the mailing of the interrogatories; oradditional time as fixed by the division.The answers to the interrogatories shall be:full and complete; andmade in writing.If the interrogatories are directed to an individual, the interrogatories shall be answered by the individual.If directed to a nonprofit corporation, the interrogatories shall be answered by: the chair of the board of directors of the nonprofit corporation;all of the nonprofit corporation’s directors;one of the nonprofit corporation’s officers; orany other person authorized to answer the interrogatories as the nonprofit corporation’s agent.The division need not file any document to which the interrogatories relate until the interrogatories are answered as provided in this section.Notwithstanding Subsection (1)(e)(i), the division need not file a document to which the interrogatory relates if the answers to the interrogatory disclose that the document is not in conformity with the provisions of this chapter.The division shall certify to the attorney general, for such action as the attorney general considers appropriate, all interrogatories and answers to interrogatories that disclose a violation of this chapter.
(2) Interrogatories given by the division under Subsection (1), and the answers to interrogatories, may not be open to public inspection.The division may not disclose any facts or information obtained from the interrogatories or answers to the interrogatories, except:as the official duties of the division may require the facts or information to be made public; orin the event the interrogatories or the answers to the interrogatories are required for evidence in any criminal proceedings or in any other action by this state.
(3) Each domestic or foreign nonprofit corporation that knowingly fails or refuses to answer truthfully and fully, within the time prescribed by Subsection (1), interrogatories given to the domestic or foreign nonprofit corporation by the division in accordance with Subsection (1) is guilty of a class C misdemeanor and, upon conviction, shall be punished by a fine of not more than $500.
(4) Each officer and director of a domestic or foreign nonprofit corporation who knowingly fails or refuses to answer truthfully and fully, within the time prescribed by Subsection (1), interrogatories given to the officer or director by the division in accordance with Subsection (1) is guilty of a class B misdemeanor and, upon conviction, shall be punished by a fine of not more than $1,000.
(5) The attorney general may enforce this section by bringing an action in a court with jurisdiction under Title 78A, Judiciary and Judicial Administration.
Amended by Chapter 401, 2023 General Session
16-6a-1610 - Scope of a member’s right to inspect or receive copies.
Notwithstanding the other provisions of this part, unless otherwise provided in the bylaws, a right of a member to inspect or receive information from a nonprofit corporation that is created by this part applies only to a voting member of the nonprofit corporation.
Enacted by Chapter 197, 2002 General Session
Transitional Provisions and Scope of Chapter
16-6a-1701 - Application to existing domestic nonprofit corporations — Reports of domestic and foreign nonprofit corporation.
(1) Except as otherwise provided in Section 16-6a-1704, this chapter applies to domestic nonprofit corporations as follows: domestic nonprofit corporations in existence on April 30, 2001, that were incorporated under any general statute of this state providing for incorporation of nonprofit corporations, including all nonprofit corporations organized under any former provisions of Title 16, Chapter 6;mutual irrigation, canal, ditch, reservoir, and water companies and water users’ associations organized and existing under the laws of this state on April 30, 2001;corporations organized under the provisions of Title 16, Chapter 7, Corporations Sole, for purposes of applying all provisions relating to merger or consolidation; andto actions taken by the directors, officers, and members of the entities described in Subsections (1)(a), (b), and (c) after April 30, 2001.
(2) Domestic nonprofit corporations to which this chapter applies, that are organized and existing under the laws of this state on April 30, 2001: shall continue in existence with all the rights and privileges applicable to nonprofit corporations organized under this chapter; andfrom April 30, 2001, shall have all the rights and privileges and shall be subject to all the remedies, restrictions, liabilities, and duties prescribed in this chapter except as otherwise specifically provided in this chapter.
(3) Every existing domestic nonprofit corporation and foreign nonprofit corporation qualified to conduct affairs in this state on April 30, 2001, shall file an annual report with the division setting forth the information prescribed by Section 16-6a-1607. The annual report shall be filed at such time as would have been required had this chapter not taken effect and shall be filed annually thereafter as required in Section 16-6a-1607.
Amended by Chapter 258, 2015 General Session
16-6a-1702 - Application to foreign nonprofit corporations.
(1) A foreign nonprofit corporation authorized to conduct affairs in this state on April 30, 2001, is subject to this chapter, but is not required to obtain a new certificate of authority to conduct affairs under this chapter.
(2) A foreign nonprofit corporation that is qualified to do business in this state under the provisions of Chapter 8, which provisions were repealed by Laws of Utah 1961, Chapter 28, shall be authorized to transact business in this state subject to all of the limitations, restrictions, liabilities, and duties prescribed in this chapter.
(3) This chapter shall apply to all foreign nonprofit corporations sole qualified to do business in this state with respect to mergers and consolidations.
Amended by Chapter 189, 2014 General Session
16-6a-1703 - Nonapplicability of chapter.
This chapter does not apply to:
(1) corporations sole, except with respect to mergers and consolidations; or
(2) domestic or foreign nonprofit corporations governed by Title 3, Chapter 1, General Provisions Relating to Agricultural Cooperative Associations.
Enacted by Chapter 300, 2000 General Session
16-6a-1704 - Saving provisions.
(1) Except as provided in Subsection (2), the repeal of any statute by this act does not affect:the operation of the statute or any action taken under it before its repeal;any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal;any violation of the statute, or any penalty, forfeiture, or punishment incurred because of the violation of the statute before its repeal; orany proceeding, reorganization, or dissolution commenced under the statute before its repeal.A proceeding, reorganization, or dissolution described in Subsection (1)(a)(iv) may be completed in accordance with the repealed statute as if the statute had not been repealed.
(2) If a penalty or punishment imposed for violation of a statute repealed by this act is reduced by this act, the penalty or punishment if not already imposed shall be imposed in accordance with this act.
(3) Section 16-6a-707 does not operate to permit a nonprofit corporation in existence prior to April 30, 2001, to take action by the written consent of fewer than all of the members entitled to vote with respect to the subject matter of the action, until the date a resolution providing otherwise is approved either: by a consent in writing:setting forth the proposed resolution; andsigned by all of the members entitled to vote with respect to the subject matter of the resolution; orat a duly convened meeting of members, by the vote of the same percentage of members of each voting group as would be required to include the resolution in an amendment to the nonprofit corporation’s articles of incorporation.
(4) Indemnification for an act or omission of a director or officer of a nonprofit corporation if the act or omission occurs prior to April 30, 2001, is governed by Title 16, Chapter 6, Utah Nonprofit Corporation and Co-operative Association Act, in effect as of April 29, 2001.
(5) A nonprofit corporation is not required to amend the nonprofit corporation’s articles of incorporation to state whether its members are voting members if: the nonprofit corporation was:formed prior to April 30, 2001;formed under the laws of this state; andexisting on April 30, 2001; andthe articles of incorporation of the nonprofit corporation states on April 30, 2001, that the nonprofit corporation has members.
Amended by Chapter 13, 2001 Special Session 1
16-6a-1705 - Severability clause.
If any provision of this act, or the application of any provision to any person or circumstance, is held invalid, the remainder of this act is given effect without the invalid provision or application.
Enacted by Chapter 127, 2001 General Session