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[Introduced][Amended][Status][Bill Documents][Fiscal Note][Bills Directory]
S.B. 61 Enrolled
REVISED NONPROFIT CORPORATION ACT
2000 GENERAL SESSION
STATE OF UTAH
Sponsor: Lyle W. Hillyard
AN ACT RELATING TO CORPORATIONS; ENACTING A NEW NONPROFIT
CORPORATIONS ACT; ESTABLISHING GENERAL PROVISIONS; ADDRESSING
INCORPORATION; ADDRESSING POWERS AND PURPOSES; ADDRESSING NAMES;
ADDRESSING OFFICE AND AGENTS; ADDRESSING MEMBERSHIP; ADDRESSING
MEETINGS AND VOTING OF MEMBERS; ADDRESSING DIRECTORS AND OFFICERS;
ADDRESSING INDEMNIFICATION; ADDRESSING AMENDMENTS TO ARTICLES OF
INCORPORATION OR BYLAWS; ADDRESSING MERGERS; ADDRESSING SALES OF
PROPERTY; ADDRESSING DISTRIBUTIONS; ADDRESSING DISSOLUTION;
ADDRESSING FOREIGN NONPROFIT CORPORATIONS; ADDRESSING RECORDS,
INFORMATION, AND REPORTS; ADDRESSING TRANSITION; ADDRESSING
CONVERSIONS BETWEEN NONPROFIT AND FOR PROFIT ENTITIES; MAKING
TECHNICAL CHANGES; PROVIDING AN EFFECTIVE DATE; AND PROVIDING A
COORDINATION CLAUSE.
This act affects sections of Utah Code Annotated 1953 as follows:
AMENDS:
3-1-25, as last amended by Chapter 66, Laws of Utah 1987
3-1-30, as last amended by Chapter 203, Laws of Utah 1994
3-1-31, as last amended by Chapter 203, Laws of Utah 1994
3-1-44, as enacted by Chapter 204, Laws of Utah 1994
7-5-2, as last amended by Chapter 6, Laws of Utah 1982
9-13-201, as enacted by Chapter 76, Laws of Utah 1999
11-32-3, as last amended by Chapter 235, Laws of Utah 1995
11-32-8, as enacted by Chapter 143, Laws of Utah 1987
16-7-13, as enacted by Chapter 48, Laws of Utah 1993
16-7-14, as enacted by Chapter 48, Laws of Utah 1993
17A-3-903, as renumbered and amended by Chapter 186, Laws of Utah 1990
21-1-2, as last amended by Chapter 313, Laws of Utah 1994
21-1-2.5, as last amended by Chapter 313, Laws of Utah 1994
31A-5-101, as last amended by Chapter 6, Laws of Utah 1992, Third Special Session
31A-5-102, as last amended by Chapter 131, Laws of Utah 1999
31A-5-104, as last amended by Chapter 277, Laws of Utah 1992
31A-5-203, as last amended by Chapter 344, Laws of Utah 1995
31A-5-219, as last amended by Chapter 277, Laws of Utah 1992
31A-5-404, as last amended by Chapter 277, Laws of Utah 1992
31A-5-405, as last amended by Chapter 95, Laws of Utah 1987
31A-5-407, as last amended by Chapter 277, Laws of Utah 1992
31A-5-409, as last amended by Chapter 22, Laws of Utah 1989
31A-5-410, as last amended by Chapter 277, Laws of Utah 1992
31A-5-415, as last amended by Chapter 9, Laws of Utah 1996, Second Special Session
31A-5-503, as enacted by Chapter 242, Laws of Utah 1985
31A-5-504, as last amended by Chapter 277, Laws of Utah 1992
31A-5-508, as last amended by Chapter 20, Laws of Utah 1995
31A-7-103, as last amended by Chapter 277, Laws of Utah 1992
31A-7-201, as last amended by Chapter 344, Laws of Utah 1995
31A-7-202, as last amended by Chapter 91, Laws of Utah 1987
31A-7-303, as last amended by Chapter 91, Laws of Utah 1987
31A-7-304, as enacted by Chapter 242, Laws of Utah 1985
31A-7-313, as enacted by Chapter 242, Laws of Utah 1985
31A-8-103, as last amended by Chapter 44, Laws of Utah 1997
31A-8-204, as last amended by Chapter 79, Laws of Utah 1996
31A-8-406, as enacted by Chapter 204, Laws of Utah 1986
31A-9-101, as last amended by Chapter 327, Laws of Utah 1990
31A-9-105, as last amended by Chapter 277, Laws of Utah 1992
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31A-9-204, as last amended by Chapter 91, Laws of Utah 1987
31A-9-212, as last amended by Chapter 91, Laws of Utah 1987
31A-9-405, as enacted by Chapter 242, Laws of Utah 1985
31A-9-406, as enacted by Chapter 242, Laws of Utah 1985
31A-9-502, as enacted by Chapter 242, Laws of Utah 1985
31A-11-105, as last amended by Chapter 277, Laws of Utah 1992
31A-14-205, as last amended by Chapter 9, Laws of Utah 1996, Second Special Session
31A-14-210, as last amended by Chapter 9, Laws of Utah 1996, Second Special Session
31A-22-1305, as enacted by Chapter 204, Laws of Utah 1986
31A-27-335, as last amended by Chapter 131, Laws of Utah 1999
31A-34-105, Utah Code Annotated 1953
31A-34-108, Utah Code Annotated 1953
41-22-2, as last amended by Chapter 73, Laws of Utah 1999
48-2b-106, as last amended by Chapter 38, Laws of Utah 1999
53B-5-114, as enacted by Chapter 86, Laws of Utah 1998
59-8-103, as last amended by Chapter 278, Laws of Utah 1995
63-11-3.1, as enacted by Chapter 225, Laws of Utah 1998
ENACTS:
16-6a-101, Utah Code Annotated 1953
16-6a-102, Utah Code Annotated 1953
16-6a-103, Utah Code Annotated 1953
16-6a-104, Utah Code Annotated 1953
16-6a-105, Utah Code Annotated 1953
16-6a-106, Utah Code Annotated 1953
16-6a-107, Utah Code Annotated 1953
16-6a-108, Utah Code Annotated 1953
16-6a-109, Utah Code Annotated 1953
16-6a-110, Utah Code Annotated 1953
- 3 -
16-6a-111, Utah Code Annotated 1953
16-6a-112, Utah Code Annotated 1953
16-6a-113, Utah Code Annotated 1953
16-6a-114, Utah Code Annotated 1953
16-6a-115, Utah Code Annotated 1953
16-6a-116, Utah Code Annotated 1953
16-6a-117, Utah Code Annotated 1953
16-6a-118, Utah Code Annotated 1953
16-6a-201, Utah Code Annotated 1953
16-6a-202, Utah Code Annotated 1953
16-6a-203, Utah Code Annotated 1953
16-6a-204, Utah Code Annotated 1953
16-6a-205, Utah Code Annotated 1953
16-6a-206, Utah Code Annotated 1953
16-6a-207, Utah Code Annotated 1953
16-6a-301, Utah Code Annotated 1953
16-6a-302, Utah Code Annotated 1953
16-6a-303, Utah Code Annotated 1953
16-6a-304, Utah Code Annotated 1953
16-6a-401, Utah Code Annotated 1953
16-6a-402, Utah Code Annotated 1953
16-6a-403, Utah Code Annotated 1953
16-6a-501, Utah Code Annotated 1953
16-6a-502, Utah Code Annotated 1953
16-6a-503, Utah Code Annotated 1953
16-6a-504, Utah Code Annotated 1953
16-6a-601, Utah Code Annotated 1953
16-6a-602, Utah Code Annotated 1953
- 4 -
16-6a-603, Utah Code Annotated 1953
16-6a-604, Utah Code Annotated 1953
16-6a-605, Utah Code Annotated 1953
16-6a-606, Utah Code Annotated 1953
16-6a-607, Utah Code Annotated 1953
16-6a-608, Utah Code Annotated 1953
16-6a-609, Utah Code Annotated 1953
16-6a-610, Utah Code Annotated 1953
16-6a-611, Utah Code Annotated 1953
16-6a-612, Utah Code Annotated 1953
16-6a-613, Utah Code Annotated 1953
16-6a-701, Utah Code Annotated 1953
16-6a-702, Utah Code Annotated 1953
16-6a-703, Utah Code Annotated 1953
16-6a-704, Utah Code Annotated 1953
16-6a-705, Utah Code Annotated 1953
16-6a-706, Utah Code Annotated 1953
16-6a-707, Utah Code Annotated 1953
16-6a-708, Utah Code Annotated 1953
16-6a-709, Utah Code Annotated 1953
16-6a-710, Utah Code Annotated 1953
16-6a-711, Utah Code Annotated 1953
16-6a-712, Utah Code Annotated 1953
16-6a-713, Utah Code Annotated 1953
16-6a-714, Utah Code Annotated 1953
16-6a-715, Utah Code Annotated 1953
16-6a-716, Utah Code Annotated 1953
16-6a-717, Utah Code Annotated 1953
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16-6a-718, Utah Code Annotated 1953
16-6a-801, Utah Code Annotated 1953
16-6a-802, Utah Code Annotated 1953
16-6a-803, Utah Code Annotated 1953
16-6a-804, Utah Code Annotated 1953
16-6a-805, Utah Code Annotated 1953
16-6a-806, Utah Code Annotated 1953
16-6a-807, Utah Code Annotated 1953
16-6a-808, Utah Code Annotated 1953
16-6a-809, Utah Code Annotated 1953
16-6a-810, Utah Code Annotated 1953
16-6a-811, Utah Code Annotated 1953
16-6a-812, Utah Code Annotated 1953
16-6a-813, Utah Code Annotated 1953
16-6a-814, Utah Code Annotated 1953
16-6a-815, Utah Code Annotated 1953
16-6a-816, Utah Code Annotated 1953
16-6a-817, Utah Code Annotated 1953
16-6a-818, Utah Code Annotated 1953
16-6a-819, Utah Code Annotated 1953
16-6a-820, Utah Code Annotated 1953
16-6a-821, Utah Code Annotated 1953
16-6a-822, Utah Code Annotated 1953
16-6a-823, Utah Code Annotated 1953
16-6a-824, Utah Code Annotated 1953
16-6a-825, Utah Code Annotated 1953
16-6a-826, Utah Code Annotated 1953
16-6a-901, Utah Code Annotated 1953
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16-6a-902, Utah Code Annotated 1953
16-6a-903, Utah Code Annotated 1953
16-6a-904, Utah Code Annotated 1953
16-6a-905, Utah Code Annotated 1953
16-6a-906, Utah Code Annotated 1953
16-6a-907, Utah Code Annotated 1953
16-6a-908, Utah Code Annotated 1953
16-6a-909, Utah Code Annotated 1953
16-6a-910, Utah Code Annotated 1953
16-6a-1001, Utah Code Annotated 1953
16-6a-1002, Utah Code Annotated 1953
16-6a-1003, Utah Code Annotated 1953
16-6a-1004, Utah Code Annotated 1953
16-6a-1005, Utah Code Annotated 1953
16-6a-1006, Utah Code Annotated 1953
16-6a-1007, Utah Code Annotated 1953
16-6a-1008, Utah Code Annotated 1953
16-6a-1009, Utah Code Annotated 1953
16-6a-1010, Utah Code Annotated 1953
16-6a-1011, Utah Code Annotated 1953
16-6a-1012, Utah Code Annotated 1953
16-6a-1013, Utah Code Annotated 1953
16-6a-1014, Utah Code Annotated 1953
16-6a-1101, Utah Code Annotated 1953
16-6a-1102, Utah Code Annotated 1953
16-6a-1103, Utah Code Annotated 1953
16-6a-1104, Utah Code Annotated 1953
16-6a-1105, Utah Code Annotated 1953
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16-6a-1201, Utah Code Annotated 1953
16-6a-1202, Utah Code Annotated 1953
16-6a-1301, Utah Code Annotated 1953
16-6a-1302, Utah Code Annotated 1953
16-6a-1401, Utah Code Annotated 1953
16-6a-1402, Utah Code Annotated 1953
16-6a-1403, Utah Code Annotated 1953
16-6a-1404, Utah Code Annotated 1953
16-6a-1405, Utah Code Annotated 1953
16-6a-1406, Utah Code Annotated 1953
16-6a-1407, Utah Code Annotated 1953
16-6a-1408, Utah Code Annotated 1953
16-6a-1409, Utah Code Annotated 1953
16-6a-1410, Utah Code Annotated 1953
16-6a-1411, Utah Code Annotated 1953
16-6a-1412, Utah Code Annotated 1953
16-6a-1413, Utah Code Annotated 1953
16-6a-1414, Utah Code Annotated 1953
16-6a-1415, Utah Code Annotated 1953
16-6a-1416, Utah Code Annotated 1953
16-6a-1417, Utah Code Annotated 1953
16-6a-1418, Utah Code Annotated 1953
16-6a-1419, Utah Code Annotated 1953
16-6a-1501, Utah Code Annotated 1953
16-6a-1502, Utah Code Annotated 1953
16-6a-1503, Utah Code Annotated 1953
16-6a-1504, Utah Code Annotated 1953
16-6a-1505, Utah Code Annotated 1953
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16-6a-1506, Utah Code Annotated 1953
16-6a-1507, Utah Code Annotated 1953
16-6a-1508, Utah Code Annotated 1953
16-6a-1509, Utah Code Annotated 1953
16-6a-1510, Utah Code Annotated 1953
16-6a-1511, Utah Code Annotated 1953
16-6a-1512, Utah Code Annotated 1953
16-6a-1513, Utah Code Annotated 1953
16-6a-1514, Utah Code Annotated 1953
16-6a-1515, Utah Code Annotated 1953
16-6a-1516, Utah Code Annotated 1953
16-6a-1517, Utah Code Annotated 1953
16-6a-1518, Utah Code Annotated 1953
16-6a-1601, Utah Code Annotated 1953
16-6a-1602, Utah Code Annotated 1953
16-6a-1603, Utah Code Annotated 1953
16-6a-1604, Utah Code Annotated 1953
16-6a-1605, Utah Code Annotated 1953
16-6a-1606, Utah Code Annotated 1953
16-6a-1607, Utah Code Annotated 1953
16-6a-1608, Utah Code Annotated 1953
16-6a-1609, Utah Code Annotated 1953
16-6a-1701, Utah Code Annotated 1953
16-6a-1702, Utah Code Annotated 1953
16-6a-1703, Utah Code Annotated 1953
16-6a-1704, Utah Code Annotated 1953
16-10a-1008.3, Utah Code Annotated 1953
16-10a-1008.5, Utah Code Annotated 1953
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REPEALS:
16-6-18, as enacted by Chapter 17, Laws of Utah 1963
16-6-19, as last amended by Chapter 108, Laws of Utah 1990
16-6-20, as last amended by Chapter 48, Laws of Utah 1993
16-6-21, as last amended by Chapter 143, Laws of Utah 1996
16-6-22, as enacted by Chapter 17, Laws of Utah 1963
16-6-23, as enacted by Chapter 17, Laws of Utah 1963
16-6-24, as last amended by Chapter 86, Laws of Utah 1998
16-6-25, as last amended by Chapter 48, Laws of Utah 1990
16-6-25.1, as last amended by Chapter 108, Laws of Utah 1990
16-6-25.2, as last amended by Chapter 108, Laws of Utah 1990
16-6-25.3, as enacted by Chapter 178, Laws of Utah 1985
16-6-26, as enacted by Chapter 17, Laws of Utah 1963
16-6-27, as enacted by Chapter 17, Laws of Utah 1963
16-6-28, as enacted by Chapter 17, Laws of Utah 1963
16-6-29, as enacted by Chapter 17, Laws of Utah 1963
16-6-30, as enacted by Chapter 17, Laws of Utah 1963
16-6-31, as enacted by Chapter 17, Laws of Utah 1963
16-6-32, as enacted by Chapter 17, Laws of Utah 1963
16-6-33, as last amended by Chapter 66, Laws of Utah 1984
16-6-34, as enacted by Chapter 17, Laws of Utah 1963
16-6-35, as enacted by Chapter 17, Laws of Utah 1963
16-6-36, as enacted by Chapter 17, Laws of Utah 1963
16-6-37, as last amended by Chapter 79, Laws of Utah 1996
16-6-38, as enacted by Chapter 17, Laws of Utah 1963
16-6-39, as enacted by Chapter 17, Laws of Utah 1963
16-6-40, as enacted by Chapter 17, Laws of Utah 1963
16-6-41, as enacted by Chapter 17, Laws of Utah 1963
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16-6-42, as last amended by Chapter 222, Laws of Utah 1988
16-6-43, as enacted by Chapter 17, Laws of Utah 1963
16-6-44, as enacted by Chapter 17, Laws of Utah 1963
16-6-45, as last amended by Chapter 178, Laws of Utah 1985
16-6-46, as last amended by Chapter 178, Laws of Utah 1985
16-6-47, as last amended by Chapter 178, Laws of Utah 1985
16-6-48, as enacted by Chapter 17, Laws of Utah 1963
16-6-49, as last amended by Chapter 277, Laws of Utah 1992
16-6-50, as enacted by Chapter 17, Laws of Utah 1963
16-6-51, as last amended by Chapter 178, Laws of Utah 1985
16-6-52, as last amended by Chapter 178, Laws of Utah 1985
16-6-53, as last amended by Chapter 66, Laws of Utah 1984
16-6-53.5, as enacted by Chapter 97, Laws of Utah 1989
16-6-54, as enacted by Chapter 17, Laws of Utah 1963
16-6-55, as enacted by Chapter 17, Laws of Utah 1963
16-6-56, as last amended by Chapter 68, Laws of Utah 1987
16-6-57, as last amended by Chapter 178, Laws of Utah 1985
16-6-58, as last amended by Chapter 66, Laws of Utah 1984
16-6-59, as enacted by Chapter 17, Laws of Utah 1963
16-6-60, as last amended by Chapter 277, Laws of Utah 1992
16-6-61, as last amended by Chapter 68, Laws of Utah 1987
16-6-62, as last amended by Chapter 68, Laws of Utah 1987
16-6-63, as last amended by Chapter 222, Laws of Utah 1988
16-6-64, as enacted by Chapter 17, Laws of Utah 1963
16-6-65, as last amended by Chapter 66, Laws of Utah 1984
16-6-66, as last amended by Chapter 178, Laws of Utah 1985
16-6-67, as last amended by Chapter 178, Laws of Utah 1985
16-6-68, as last amended by Chapter 108, Laws of Utah 1990
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16-6-69, as last amended by Chapter 30, Laws of Utah 1992
16-6-70, as enacted by Chapter 17, Laws of Utah 1963
16-6-71, as enacted by Chapter 17, Laws of Utah 1963
16-6-72, as enacted by Chapter 17, Laws of Utah 1963
16-6-73, as enacted by Chapter 17, Laws of Utah 1963
16-6-74, as enacted by Chapter 17, Laws of Utah 1963
16-6-75, as last amended by Chapter 66, Laws of Utah 1984
16-6-76, as last amended by Chapter 10, Laws of Utah 1997
16-6-77, as last amended by Chapter 66, Laws of Utah 1984
16-6-78, as last amended by Chapter 66, Laws of Utah 1984
16-6-79, as last amended by Chapter 66, Laws of Utah 1984
16-6-80, as enacted by Chapter 17, Laws of Utah 1963
16-6-82, as enacted by Chapter 17, Laws of Utah 1963
16-6-83, as last amended by Chapter 178, Laws of Utah 1985
16-6-84, as last amended by Chapter 108, Laws of Utah 1990
16-6-85, as last amended by Chapter 66, Laws of Utah 1984
16-6-86, as last amended by Chapter 66, Laws of Utah 1987
16-6-87, as last amended by Chapter 108, Laws of Utah 1990
16-6-88, as last amended by Chapter 178, Laws of Utah 1985
16-6-89, as last amended by Chapter 66, Laws of Utah 1984
16-6-90, as last amended by Chapter 66, Laws of Utah 1984
16-6-91, as last amended by Chapter 178, Laws of Utah 1985
16-6-92, as last amended by Chapter 66, Laws of Utah 1984
16-6-93, as last amended by Chapter 178, Laws of Utah 1985
16-6-94, as last amended by Chapter 222, Laws of Utah 1988
16-6-95, as last amended by Chapter 66, Laws of Utah 1984
16-6-96, as enacted by Chapter 17, Laws of Utah 1963
16-6-97, as last amended by Chapter 66, Laws of Utah 1987
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16-6-98, as last amended by Chapter 108, Laws of Utah 1990
16-6-99, as last amended by Chapter 28, Laws of Utah 1995
16-6-99.1, as last amended by Chapter 313, Laws of Utah 1994
16-6-100, as last amended by Chapter 313, Laws of Utah 1994
16-6-100.5, as last amended by Chapter 313, Laws of Utah 1994
16-6-101, as last amended by Chapter 313, Laws of Utah 1994
16-6-102, as last amended by Chapter 66, Laws of Utah 1984
16-6-103, as last amended by Chapter 161, Laws of Utah 1987
16-6-104, as last amended by Chapter 66, Laws of Utah 1984
16-6-105, as last amended by Chapter 66, Laws of Utah 1984
16-6-106, as enacted by Chapter 17, Laws of Utah 1963
16-6-107, as last amended by Chapter 166, Laws of Utah 1987
16-6-108, as last amended by Chapter 10, Laws of Utah 1997
16-6-109, as last amended by Chapter 66, Laws of Utah 1984
16-6-110, as enacted by Chapter 17, Laws of Utah 1963
16-6-112, as enacted by Chapter 66, Laws of Utah 1987
Be it enacted by the Legislature of the state of Utah:
Section 1.
Section
3-1-25
is amended to read:
3-1-25. Filing of annual reports.
Domestic associations and foreign associations admitted to do business in this state shall file
an annual report in accordance with [Sections
16-6-97
and
16-6-98
] Section
16-6a-1607
.
Section 2.
Section
3-1-30
is amended to read:
3-1-30. Authorization for merger or consolidation with other associations or
corporations -- Laws governing surviving or new corporation.
(1) Pursuant to a plan approved under this chapter, an agricultural cooperative association
may merge or consolidate with:
(a) one or more agricultural cooperative associations;
(b) one or more domestic corporations governed by:
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(i) Title 16, Chapter 10a, Utah Revised Business Corporation Act; or
(ii) Title 16, Chapter [6] 6a, Utah Revised Nonprofit Corporation [and Cooperative
Association] Act; or
(c) any combination of associations or corporations referred to in Subsection (1)(a) or (b).
(2) The surviving or new corporation shall be governed by:
(a) the Uniform Agricultural Cooperative Association Act; or
(b) Title 16, Chapter [6] 6a, Utah Revised Nonprofit Corporation [and Cooperative
Association] Act.
Section 3.
Section
3-1-31
is amended to read:
3-1-31. Contents and approval of plan of merger or consolidation.
(1) The board of directors, board of trustees, or other governing board of each party to the
merger or consolidation shall, by resolution adopted by each board, approve a plan of merger or
consolidation.
(2) The plan shall contain:
(a) the name of:
(i) each association or corporation proposing to merge or consolidate; and
(ii) (A) the association or corporation into which they propose to merge or consolidate, also
referred to as the surviving corporation; or
(B) the new corporation;
(b) the terms and conditions of the proposed merger or consolidation;
(c) the manner and basis of converting stock or shares of each party to the merger or
consolidation, into stock, shares, or other securities or obligations of the surviving or new
corporation;
(d) the manner and basis of converting membership interests of each party to the merger into
membership interests, stock, shares, or other securities or obligations of the surviving or new
corporation;
(e) the manner and basis of converting any certificates of interest, patronage refund
certificates, or other interests in any fund, capital investment, savings, or reserve of each party to the
- 14 -
merger or consolidation into stock, shares, or other securities or obligations of or certificates of
interest, patronage refund certificates, or other interests in any fund, capital investment, savings or
reserve of the surviving or new corporation, including any changes to be made in the time and manner
of payment of the certificates or interests;
(f) a statement electing whether the surviving or new corporation shall be governed by:
(i) the Uniform Agricultural Cooperative Association Act; or [by]
(ii) Title 16, Chapter [6] 6a, Utah Revised Nonprofit Corporation [and Cooperative
Association] Act;
(g) a statement of any changes in the articles of incorporation of the surviving or new
corporation effected by the merger or consolidation, including changes required by the law governing
the surviving or new corporation; and
(h) any other provision relating to the proposed merger or consolidation considered to be
necessary or desirable.
Section 4.
Section
3-1-44
is amended to read:
3-1-44. Registered office and agent.
(1) An association shall continuously maintain a registered office in this state. The registered
office may be the principal place of business of the association.
(2) (a) An association shall designate a registered agent.
(b) The registered agent may be a person residing in this state, a domestic corporation, or a
foreign corporation authorized to transact business in this state.
(c) The registered agent's address shall be the same as that of the registered office.
(3) (a) An association shall file a statement with the Division of Corporations and
Commercial Code designating or changing its registered office, its registered agent, or both.
(b) The statement in Subsection (3)(a) shall set forth:
(i) the name of the association;
(ii) the address of the association's registered office;
(iii) the name of the association's registered agent and [his] the registered agent's address; and
(iv) a statement that the designation or change was authorized by a resolution of the board
- 15 -
of directors.
(4) (a) A registered agent of an association may resign by filing with the division a signed
written notice of resignation, including a statement that a signed copy of the notice has been given
to the association at its principal place of business.
(b) The appointment of the agent terminates 30 days after notice is filed with the division.
(5) Service of process, notice, or any demand upon an association shall be made as provided
in Section [
16-6-25.3
] 16-6a-504.
Section 5.
Section
7-5-2
is amended to read:
7-5-2. Permit required to engage in trust business -- Exceptions.
(1) No trust company shall accept any appointment to act in any agency or fiduciary capacity,
such as but not limited to that of personal representative, executor, administrator, conservator,
guardian, assignee, receiver, depositary, or trustee under order or judgment of any court or by
authority of any law of this state or as trustee for any purpose permitted by law or otherwise engage
in the trust business in this state, unless and until it has obtained from the commissioner a permit to
act under this chapter. This provision shall not apply to any bank or other corporation authorized to
engage and lawfully engaged in the trust business in this state before July 1, 1981.
(2) Nothing in this chapter prohibits:
(a) any corporation organized under Title 16, Chapter [6] 6a or [10] 10a, from acting as
trustee of any employee benefit trust established for the employees of the corporation or the
employees of one or more other corporations affiliated with the corporation;
(b) any corporation organized under Title 16, Chapter [6] 6a, Utah Revised Nonprofit
Corporation Act, and owned or controlled by a charitable, benevolent, eleemosynary, or religious
organization from acting as a trustee for that organization or members of that organization but not
offering trust services to the general public;
(c) any corporation organized under Title 16, Chapter [6] 6a or [10] 10a, from holding in a
fiduciary capacity the controlling shares of another corporation but not offering trust services to the
general public; or
(d) any depository institution from holding in an agency or fiduciary capacity individual
- 16 -
retirement accounts or Keogh plan accounts established under Section 401 (a) or 408 (a) of Title 26
of the United States Code.
Section 6.
Section
9-13-201
is amended to read:
9-13-201. Utah Technology Finance Corporation -- Independent public corporation.
(1) There is created an independent public corporation known as the "Utah Technology
Finance Corporation."
(2) (a) The corporation shall operate as a nonprofit corporation in accordance with Title 16,
Chapter [6] 6a, Utah Revised Nonprofit Corporation [and Cooperative Association] Act, to the
extent that Title 16, Chapter [6] 6a, does not conflict with this chapter.
(b) The corporation shall file with the Division of Corporations and Commercial Code:
(i) articles of incorporation; and
(ii) any amendment to its articles of incorporation.
(c) In addition to the articles of incorporation, the corporation may adopt bylaws and
operational policies that are consistent with this chapter.
(3) This chapter is a recodification of the repealed Title 9, Chapter 2, Part 7, Utah
Technology Finance Corporation Act, and does not create a new corporation. The corporation
referred to in this chapter is the ongoing enterprise of the Utah Technology Finance Corporation and
this recodification does not impair any existing contractual relationships of the corporation.
Section 7.
Section
11-32-3
is amended to read:
11-32-3. Creation of county interlocal finance authority as nonprofit corporation --
Organization -- Acquisition of delinquent tax receivables -- Personnel -- Duties of elected
attorney and treasurer.
(1) The governing body of any county within the state may, by resolution, organize a
nonprofit corporation as the financing authority for the county on behalf of public bodies within the
county under this chapter, following the procedures set out in Title 16, Chapter [6] 6a, Utah Revised
Nonprofit Corporation [and Cooperative Association] Act, solely for the purpose of accomplishing
the public purposes for which the public bodies exist by financing the sale or assignment of the
delinquent tax receivables within the county to the financing authority. The authority shall be known
- 17 -
as the "Interlocal Finance Authority of (name of county)."
(2) If the governing body of any county creates an authority on behalf of any other public
body within the county, the resolution shall further state the name or names of the other public
bodies. A certified copy of the resolution creating the authority shall be delivered to the governing
body of the other public bodies. The governing bodies of each of the other public bodies shall either
approve or reject the creation of the authority, but if no action has been taken within 30 days of
delivery of the certified copy of the resolution to the governing body it shall be [deemed] considered
rejected.
(3) Following the approval, rejection, or [deemed] considered rejection of the resolution by
the governing bodies of each of the public bodies listed in the initial resolution, the county shall then
amend the resolution to delete the public bodies rejecting the resolution and shall list the participant
members of the authority.
(4) The governing bodies of the participant members shall approve the articles of
incorporation and bylaws of the authority. Members of governing bodies of each of the participant
members, or a paid employee of the governing body designated by the member, shall be selected to
form and shall act as the board of trustees of the authority. The powers of the board of trustees may
be vested in an executive committee to be selected from among the board of trustees by the members
of the board of trustees. The articles of incorporation and bylaws shall provide that the members of
the board of trustees of the authority may be removed and replaced by the governing body from
which such member was selected at any time in its discretion. A majority of the governing bodies of
the participant members, based upon a percentage of the property taxes levied for the year preceding
the then current year, within the county may, alter or change the structure, organization, programs,
or activities of the financing authority, subject to the rights of the holders of the authority's bonds and
parties to its other obligations.
(5) Each financing authority may acquire by assignment the delinquent tax receivables of the
participant members creating the financing authority, in accordance with the procedures and subject
to the limitations of this chapter, in order to accomplish the public purposes for which the participant
members exist.
- 18 -
(6) Except as limited by Subsection (7), a financing authority may contract for or employ all
staff and other personnel necessary for the purpose of performing its functions and activities,
including contracting with the participant members within the county that created it to utilize any of
the personnel, property, or facilities of any of the participant members for that purpose. The authority
may be reimbursed for such costs by the participant member as provided in its articles of
incorporation or bylaws.
(7) (a) With respect to any county that creates a financing authority and which has an elected
attorney or treasurer, or both, the elected attorney shall be the legal advisor to and provide all legal
services for the authority, and the elected treasurer shall provide all accounting services for the
authority. The authority shall reimburse the county for legal and accounting services so furnished by
the county, based upon the actual cost of the services, including reasonable amounts allocated by the
county for overhead, employee fringe benefits, and general and administrative expenses.
(b) The provisions of Subsection (7) may not prevent the financing authority from obtaining
the accounting or auditing services from outside accountants or auditors with the consent of the
elected treasurer and the governing bodies or from obtaining legal services from outside attorneys
with the consent of the elected attorney and the governing bodies. The provisions of this subsection
may not prevent the authority from obtaining the opinions of outside attorneys or accountants which
are necessary for the issuance of the bonds of the authority.
(c) If 50% or more of the governing bodies of the participant members, based upon property
taxes charged for the preceding year as a percentage of all of the property taxes charged within the
county for that year, find it advisable that the authority retain legal or accounting services other than
as described in Subsection (7)(a) they may direct the board of trustees to do so.
Section 8.
Section
11-32-8
is amended to read:
11-32-8. Dissolution of financing authority.
(1) The governing body of a county may at any time dissolve a financing authority created
by the county in the manner then provided in Title 16, Chapter [6] 6a, [the] Utah Revised Nonprofit
Corporation [and Cooperative Association] Act, subject to the limitations of this chapter.
(2) A financing authority may not be dissolved unless all outstanding bonds and other
- 19 -
obligations of the authority are paid in full as to principal, interest, and redemption premiums, if any,
or unless provision for the payment of them when due has been made.
(3) Upon the dissolution of a financing authority all assets and moneys of the authority
remaining after a provision has been made for the payment of all outstanding bonds and obligations
of the authority shall be transferred to the participant members as described in Section
11-32-15
or
as agreed upon between the county and the other participant members.
Section 9.
Section
16-6a-101
is enacted to read:
CHAPTER 6a. UTAH REVISED NONPROFIT CORPORATION ACT
Part 1. General Provisions
16-6a-101. Title.
This chapter is known as the "Utah Revised Nonprofit Corporation Act."
Section 10.
Section
16-6a-102
is enacted to read:
16-6a-102. Definitions.
As used in this chapter:
(1) (a) "Address" means a location where mail can be delivered by the United States Postal
Service.
(b) "Address" includes:
(i) a post office box number;
(ii) a rural free delivery route number; and
(iii) a 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) "Assumed corporate name" means the name assumed for use in this state:
(a) by a:
(i) foreign corporation pursuant to Section
16-10a-1506
; or
(ii) a foreign nonprofit corporation pursuant to Section
16-6a-1506
; and
(b) because the corporate name of the foreign corporation described in Subsection (3)(a) is
not available for use in this state.
- 20 -
(4) "Articles of incorporation" include:
(a) amended articles of incorporation;
(b) restated articles of incorporation;
(c) articles of merger; and
(d) a document of a similar import to the documents described in Subsection (4)(a) or (b).
(5) (a) Except as provided in Subsection (5)(b), "board of directors" means the body
authorized to manage the affairs of the domestic or foreign nonprofit corporation.
(b) Notwithstanding Subsection (5)(a), a person may not be considered the board of directors
because of powers delegated to that person pursuant to Subsection
16-6a-801
(2).
(6) (a) "Bylaws" means the one or more codes of rules, other than the articles of
incorporation, adopted pursuant to this chapter for the regulation or management of the affairs of the
domestic or foreign nonprofit corporation irrespective of the name or names by which the codes of
rules are designated.
(b) "Bylaws" includes:
(i) amended bylaws; and
(ii) restated bylaws.
(7) (a) "Cash" or "money" means:
(i) legal tender;
(ii) a negotiable instrument; or
(iii) other cash equivalent readily convertible into legal tender.
(b) "Cash" and "money" are used interchangeably in this chapter.
(8) (a) "Class" refers to a group of memberships that have the same rights with respect to
voting, dissolution, redemption, transfer, or other characteristics.
(b) For purposes of Subsection (8)(a), rights are considered the same if they are determined
by a formula applied uniformly to a group of memberships.
(9) (a) "Conspicuous" means so written that a reasonable person against whom the writing
is to operate should have noticed it.
(b) "Conspicuous" includes printing or typing in:
- 21 -
(i) italics;
(ii) boldface;
(iii) contrasting color;
(iv) capitals; or
(v) underlining.
(10) "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:
(a) the ownership of voting shares;
(b) contract; or
(c) means other than those specified in Subsection (10)(a) or (b).
(11) "Cooperative nonprofit corporation" or "cooperative" means a nonprofit corporation
organized or existing under this chapter subject to Section
16-6a-207
.
(12) "Corporate name" means:
(a) the name of a domestic corporation as stated in the domestic corporation's articles of
incorporation;
(b) the name of a domestic nonprofit corporation as stated in the domestic nonprofit
corporation's articles of incorporation;
(c) the name of a foreign corporation as stated in the foreign corporation's:
(i) articles of incorporation; or
(ii) document of similar import to articles of incorporation; or
(d) the name of a foreign nonprofit corporation as stated in the foreign nonprofit
corporation's:
(i) articles of incorporation; or
(ii) document of similar import to articles of incorporation.
(13) "Corporation" or "domestic corporation" means a corporation for profit, which is not
a foreign corporation, incorporated under or subject to Chapter 10a, Utah Revised Business
Corporation Act.
(14) "Delegate" means any person elected or appointed to vote in a representative assembly:
- 22 -
(a) for the election of a director; or
(b) on matters other than the election of a director.
(15) "Deliver" includes delivery by mail and any other means of transmission authorized by
Section
16-6a-103
, except that delivery to the division means actual receipt by the division.
(16) "Director" means a member of the board of directors.
(17) (a) "Distribution" means the payment of a dividend or any part of the income or profit
of a nonprofit corporation to the nonprofit corporation's:
(i) members;
(ii) directors; or
(iii) officers.
(b) "Distribution" does not include fair-value payments for:
(i) goods sold; or
(ii) services received.
(18) "Division" means the Division of Corporations and Commercial Code.
(19) "Effective date," when referring to a document filed by the division, means the time and
date determined in accordance with Section
16-6a-108
.
(20) "Effective date of notice" means the date notice is effective as provided in Section
16-6a-103
.
(21) (a) "Employee" includes an officer but not a director of a nonprofit corporation.
(b) Notwithstanding Subsection (21)(a), a director may accept duties that make that director
an employee of a nonprofit corporation.
(22) "Executive director" means the executive director of the Department of Commerce.
(23) "Entity" includes:
(a) a domestic or foreign corporation;
(b) a domestic or foreign nonprofit corporation;
(c) a limited liability company;
(d) a profit or nonprofit unincorporated association;
(e) a business trust;
- 23 -
(f) an estate;
(g) a partnership;
(h) a trust;
(i) two or more persons having a joint or common economic interest;
(j) a state;
(k) the United States; or
(l) a foreign government.
(24) "Foreign corporation" means a corporation for profit incorporated under a law other
than the laws of this state.
(25) "Foreign nonprofit corporation" means an entity:
(a) incorporated under a law other than the laws of this state; and
(b) that would be a nonprofit corporation if formed under the laws of this state.
(26) "Governmental subdivision" means:
(a) a county;
(b) a city;
(c) a town; or
(d) any other type of governmental subdivision authorized by the laws of this state.
(27) "Individual" means:
(a) a natural person;
(b) the estate of an incompetent individual; or
(c) the estate of a deceased individual.
(28) "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.
(29) (a) "Mail," "mailed," or "mailing" means deposit, deposited, or depositing in the United
States mail, properly addressed, first-class postage prepaid.
(b) "Mail," "mailed," or "mailing" includes registered or certified mail for which the proper
fee has been paid.
- 24 -
(30) (a) "Member" means one or more persons identified as a member of a domestic or
foreign nonprofit corporation in the articles of incorporation or bylaws of the nonprofit corporation
pursuant to a procedure set forth:
(i) in the articles of incorporation;
(ii) in the bylaws; or
(iii) by a resolution of the board of directors.
(b) "Member" includes "voting member."
(31) "Membership" refers to the rights and obligations of a member or members.
(32) "Nonprofit corporation" or "domestic nonprofit corporation" means an entity, which is
not a foreign nonprofit corporation, incorporated under or subject to the provisions of this chapter.
(33) "Notice" is as provided in Section
16-6a-103
.
(34) "Person" means an:
(a) individual; or
(b) entity.
(35) "Principal office" means:
(a) 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:
(i) an annual report;
(ii) an application for a certificate of authority; or
(iii) a notice of change of principal office; or
(b) if no principal office can be determined, a domestic or foreign nonprofit corporation's
registered office.
(36) "Proceeding" includes:
(a) a civil suit;
(b) arbitration;
(c) mediation;
(d) a criminal action;
- 25 -
(e) an administrative action; or
(f) an investigatory action.
(37) "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:
(a) by the domestic or foreign nonprofit corporation at:
(i) its registered office in this state; or
(ii) its principal office;
(b) by the secretary of the domestic or foreign nonprofit corporation, wherever the secretary
is found; or
(c) by any other person authorized by the bylaws or the board of directors to receive the
writing or other document, wherever that person is found.
(38) (a) "Record date" means the date established under Part 6 or 7 on which a nonprofit
corporation determines the identity of its members.
(b) The determination described in Subsection (38)(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.
(39) "Registered agent" means the registered agent of:
(a) a domestic nonprofit corporation required to be maintained pursuant to Subsection
16-6a-501
(1)(b); or
(b) a foreign nonprofit corporation required to be maintained pursuant to Subsection
16-6a-1508
(1)(b).
(40) "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:
(a) articles of incorporation;
(b) an application for a certificate of authority; or
(c) a notice of change of registered office.
(41) "Related party to a director" means:
(a) the spouse of the director;
- 26 -
(b) a child of the director;
(c) a grandchild of the director;
(d) a sibling of the director;
(e) a parent of the director;
(f) the spouse of an individual described in Subsections (41)(b) through (e);
(g) an individual having the same home as the director;
(h) a trust or estate of which the director or any other individual specified in this Subsection
(41) is a substantial beneficiary; or
(i) any of the following of which the director is a fiduciary:
(i) a trust;
(ii) an estate;
(iii) an incompetent;
(iv) a conservatee; or
(v) a minor.
(42) "Secretary" means the corporate officer to whom the bylaws or the board of directors
has delegated responsibility under Subsection
16-6a-818
(3) for:
(a) the preparation and maintenance of:
(i) minutes of the meetings of:
(A) the board of directors; or
(B) the members; and
(ii) the other records and information required to be kept by the nonprofit corporation
pursuant to Section
16-6a-1601
; and
(b) authenticating records of the nonprofit corporation.
(43) "State," when referring to a part of the United States, includes:
(a) a state;
(b) a commonwealth;
(c) the District of Columbia;
(d) an agency or governmental and political subdivision of a state, commonwealth, or District
- 27 -
of Columbia;
(e) territory or insular possession of the United States; or
(f) an agency or governmental and political subdivision of a territory or insular possession
of the United States.
(44) "Street address" means:
(a) (i) street name and number;
(ii) city or town; and
(iii) United States post office zip code designation; or
(b) if, 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 (44)(a) fixing as nearly as
possible the actual physical location but only if the information includes:
(i) the rural free delivery route;
(ii) the county; and
(iii) the United States post office zip code designation.
(45) "United States" includes any district, authority, office, bureau, commission, department,
and any other agency of the United States of America.
(46) "Vote" includes authorization by:
(a) written ballot; and
(b) written consent.
(47) (a) "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.
(b) 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.
(48) (a) "Voting member" means one or more persons who are 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.
(b) A person is not a voting member solely because of:
- 28 -
(i) a right the person has as a delegate;
(ii) a right the person has to designate a director; or
(iii) a right the person has as a director.
Section 11.
Section
16-6a-103
is enacted to read:
16-6a-103. Notice.
(1) Notice given under this chapter shall be in writing unless oral notice is reasonable under
the circumstances.
(2) (a) Notice may be communicated:
(i) in person;
(ii) by telephone;
(iii) by any form of electronic communication; or
(iv) by mail or private carrier.
(b) If the forms of personal notice described in Subsection (2)(a) are impracticable, notice
may be communicated by:
(i) a newspaper of general circulation in the county or similar governmental subdivision in
which the corporation's principal or registered office is located; or
(ii) radio, 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:
(a) its registered agent at its registered office; or
(b) the corporation's secretary at its principal office.
(4) (a) Written notice by a domestic or foreign nonprofit corporation to its members, is
effective as to each member when mailed, if:
(i) in a comprehensible form; and
(ii) addressed to the member's address shown in the domestic or foreign nonprofit
corporation's current record of members.
(b) If three successive notices given to a member pursuant to Subsection (5) have been
- 29 -
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:
(a) when received;
(b) five days after it is mailed; or
(c) on the date shown on the return receipt if:
(i) sent by registered or certified mail;
(ii) sent return receipt requested; and
(iii) the 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:
(a) addressed or delivered to the member's address shown in the nonprofit corporation's
current list of members; or
(b) if 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) (a) If this chapter prescribes notice requirements for particular circumstances, the notice
requirements for the particular circumstances govern.
(b) 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.
Section 12.
Section
16-6a-104
is enacted to read:
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.
- 30 -
Section 13.
Section
16-6a-105
is enacted to read:
16-6a-105. Filing requirements.
(1) To be entitled to filing by the division, a document shall satisfy the requirements of:
(a) this section; and
(b) any 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) A document shall contain the information required by this chapter.
(b) In addition to the document information required by this chapter, it may contain other
information.
(4) A document shall be:
(a) typewritten; or
(b) machine printed.
(5) (a) A document shall be in the English language.
(b) A corporate name need not be in English if written in:
(i) English letters; or
(ii) Arabic or Roman numerals.
(c) 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) A document shall be:
(i) executed by a person in Subsection (6)(b); or
(ii) a 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).
(b) A document shall be executed by:
(i) the chair of the board of directors of a domestic or foreign nonprofit corporation;
(ii) all of the directors of a domestic or foreign nonprofit corporation;
(iii) an officer of the domestic or foreign nonprofit corporation;
(iv) if directors have not been selected or the domestic or foreign nonprofit corporation has
- 31 -
not been formed, an incorporator;
(v) 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; or
(vi) if the document is that of a registered agent:
(A) the registered agent, if the person is an individual; or
(B) a person authorized by the registered agent to execute the document, if the registered
agent is an entity.
(7) A document shall state beneath or opposite the signature of the person executing the
document:
(a) the signer's name; and
(b) the capacity in which the document is signed.
(8) A document may contain:
(a) the corporate seal;
(b) an attestation by the secretary or an assistant secretary; or
(c) an 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), shall constitute the
affirmation or acknowledgment of the person, under penalties of perjury, that:
(a) the document is:
(i) the person's act and deed; or
(ii) the act and deed of the entity on behalf of which the document is executed; and
(b) the 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:
(a) in or on the prescribed form; or
(b) have the required cover sheet.
(11) A document shall be:
(a) delivered to the division for filing; and
- 32 -
(b) accompanied by:
(i) one exact or conformed copy, except as provided in Sections
16-6a-503
and
16-6a-1510
;
(ii) the correct filing fee; and
(iii) any franchise tax, license fee, or penalty required by this chapter or other law.
(12) Except with respect to filings pursuant to Section
16-6a-503
or
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.
Section 14.
Section
16-6a-106
is enacted to read:
16-6a-106. Forms.
(1) (a) The division may prescribe forms or cover sheets for documents required or permitted
to be filed by this chapter.
(b) 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):
(a) the use of a form or cover sheet is not mandatory unless the division specifically requires
the use of the form or cover sheet; and
(b) a requirement that a form or cover sheet be used may not:
(i) preclude in any way the inclusion in any document of any item that is not prohibited to be
included by this chapter; or
(ii) require the inclusion with the filed document of any item that is not otherwise required
by this chapter.
Section 15.
Section
16-6a-107
is enacted to read:
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
63-38-3.2
including fees:
(a) for furnishing a certified copy of any document, instrument, or paper relating to a
domestic or foreign nonprofit corporation; and
(b) for the certificate and affixing the seal to a certified copy described in Subsection (1)(a).
- 33 -
(2) (a) The division shall provide expedited, 24-hour processing of any item under this section
upon request.
(b) The division shall charge and collect additional fees established by the division in
accordance with Section
63-38-3.2
for expedited service provided under Subsection (2)(a).
(3) (a) The division shall charge and collect a fee determined by the division in accordance
with Section
63-38-3.2
at the time of any service of process on the director of the division as resident
agent of a corporation.
(b) 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.
Section 16.
Section
16-6a-108
is enacted to read:
16-6a-108. Effective time and date of filed documents.
(1) (a) 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:
(i) at the time of filing; and
(ii) on the date it is filed.
(b) 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) (a) Unless otherwise provided in this chapter, a document, other than an application for
a reserved or registered name, may specify conspicuously on its face:
(i) a delayed effective time;
(ii) a delayed effective date; or
(iii) both a delayed effective time and date.
(b) 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).
(c) If both a delayed effective time and date are specified, the document becomes effective
as specified.
(d) 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
- 34 -
later of:
(i) the time specified on the document as its effective time; or
(ii) the time specified in the time and date endorsement.
(e) 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.
(f) 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:
(a) executed:
(i) on behalf of the same domestic or foreign nonprofit corporation that originally submitted
the document for filing; and
(ii) in the same manner as the document being withdrawn;
(b) stating that:
(i) the document has been revoked by:
(A) appropriate corporate action; or
(B) court order or decree pursuant to Section
16-6a-1007
; and
(ii) the document is void; and
(c) if 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.
Section 17.
Section
16-6a-109
is enacted to read:
16-6a-109. Correcting filed documents.
(1) A domestic or foreign nonprofit corporation may correct a document filed with the
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division if the document:
(a) contains an incorrect statement; or
(b) was defectively executed, attested, sealed, verified, or acknowledged.
(2) A document is corrected by delivering to the division for filing articles of correction that:
(a) (i) describe the document, including its filing date; or
(ii) have attached a copy of the document;
(b) specify:
(i) (A) the incorrect statement; and
(B) the reason it is incorrect; or
(ii) the manner in which the execution, attestation, sealing, verification, or acknowledgment
was defective; and
(c) correct:
(i) the incorrect statement; or
(ii) defective execution, attestation, sealing, verification, or acknowledgment.
(3) Articles of correction may be executed by any person:
(a) designated in Subsection
16-6a-105
(6); or
(b) who executed the document that is corrected.
(4) (a) Articles of correction are effective on the effective date of the document they correct
except as to a person:
(i) relying on the uncorrected document; and
(ii) adversely affected by the correction.
(b) As to a person described in Subsection (4)(a), the articles of correction are effective when
filed.
Section 18.
Section
16-6a-110
is enacted to read:
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) (a) The division files a document by stamping or otherwise endorsing "Filed" together
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with the name of the division and the date and time of acceptance for filing on both the document and
the accompanying copy.
(b) After filing a document, except as provided in Sections
16-6a-503
,
16-6a-1510
, and
16-6a-1608
, the division shall deliver the accompanying copy, with the receipt for any filing fees:
(i) (A) to the domestic or foreign nonprofit corporation for which the filing is made; or
(B) to the representative of the domestic or foreign nonprofit corporation for which the filing
is made; and
(ii) at the address:
(A) indicated on the filing; or
(B) that the division determines to be appropriate.
(3) If the division refuses to file a document, the division within ten days after the day the
document is delivered to the division shall return to the person requesting the filing:
(a) the document; and
(b) a written notice providing a brief explanation of the reason for the refusal to file.
(4) (a) The division's duty to file a document under this section is ministerial.
(b) Except as otherwise specifically provided in this chapter, the division's filing or refusal
to file a document does not:
(i) affect the validity or invalidity of the document in whole or in part;
(ii) relate to the correctness or incorrectness of information contained in the document; or
(iii) create a presumption that:
(A) the document is valid or invalid; or
(B) information contained in the document is correct or incorrect.
Section 19.
Section
16-6a-111
is enacted to read:
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 63,
Chapter 46b, 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
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(2) the representative of the domestic or foreign nonprofit corporation for which filing was
requested.
Section 20.
Section
16-6a-112
is enacted to read:
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.
Section 21.
Section
16-6a-113
is enacted to read:
16-6a-113. Certificates issued by the division.
(1) Any person may apply to the division for:
(a) a certificate of existence for a domestic nonprofit corporation;
(b) a certificate of authorization for a foreign nonprofit corporation; or
(c) a certificate that sets forth any facts of record in the division.
(2) A certificate of existence or certificate of authorization sets forth:
(a) (i) the domestic nonprofit corporation's corporate name; or
(ii) the foreign nonprofit corporation's corporate name registered in this state;
(b) that:
(i) (A) (I) the domestic nonprofit corporation is incorporated under the law of this state; and
(II) the date of its incorporation; or
(B) the foreign nonprofit corporation is authorized to conduct affairs in this state;
(c) that all fees, taxes, and penalties owed to this state have been paid, if:
(i) payment is reflected in the records of the division; and
(ii) nonpayment affects the existence or authorization of the domestic or foreign nonprofit
corporation;
(d) that the domestic or foreign nonprofit corporation's most recent annual report required
by Section
16-6a-1607
has been filed by the division;
(e) that articles of dissolution have not been filed by the division; and
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(f) other 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.
Section 22.
Section
16-6a-114
is enacted to read:
16-6a-114. Penalty for signing false documents.
(1) It is unlawful for a person to sign a document:
(a) knowing it to be false in any material respect; and
(b) with 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
.
Section 23.
Section
16-6a-115
is enacted to read:
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.
Section 24.
Section
16-6a-116
is enacted to read:
16-6a-116. Private foundations.
Except as otherwise specified in the articles of incorporation, 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
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Code.
Section 25.
Section
16-6a-117
is enacted to read:
16-6a-117. Judicial relief.
(1) (a) A director, officer, delegate, or member may petition the applicable district 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, its articles of incorporation, or bylaws
to:
(i) call or conduct a meeting of its members, delegates, or directors; or
(ii) otherwise obtain the consent of its members, delegates, or directors.
(b) If a petition is filed under Subsection (1)(a), the applicable district court, in the manner
it finds fair and equitable under the circumstances, may order that:
(i) a meeting be called; or
(ii) a written consent or other form of obtaining the vote of members, delegates, or directors
be authorized.
(c) For purposes of this section, the applicable district court is:
(i) the district court of the county in this state where the nonprofit corporation's principal
office is located; or
(ii) if the nonprofit corporation has no principal office in this state:
(A) the district court of the county in which the registered office is located; or
(B) if the nonprofit corporation has no registered office in this state, the district court in and
for Salt Lake County.
(2) (a) A court specified in Subsection (1) 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.
(b) The method of notice described in Subsection (1) complies with this section whether or
not the method of notice:
(i) results in actual notice to all persons described in Subsection (2)(a); or
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(ii) conforms to the notice requirements that would otherwise apply.
(c) 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, the articles of incorporation, or bylaws, including any requirement as to:
(a) quorums; or
(b) the number or percentage of votes needed for approval.
(4) (a) 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 its affairs without further resort to this section,
including amendments to the articles of incorporation or bylaws.
(b) 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:
(a) is for all purposes a valid meeting or vote, as the case may be; and
(b) shall have the same force and effect as if it complied with every requirement imposed by
this chapter, the 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
.
Section 26.
Section
16-6a-118
is enacted to read:
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:
(a) to be delivered, mailed, or filed:
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(i) in an electronic medium; or
(ii) by electronic transmission; or
(b) to be signed by photographic, electronic, or other means prescribed by rule, except that
a writing signed in an electronic medium shall be signed by digital signature in accordance with Title
46, Chapter 3, Utah Digital Signature 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:
(a) in an electronic medium; or
(b) by electronic transmission.
Section 27.
Section
16-6a-201
is enacted to read:
Part 2. 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.
Section 28.
Section
16-6a-202
is enacted to read:
16-6a-202. Articles of incorporation.
(1) The articles of incorporation shall set forth:
(a) one or more purposes for which the nonprofit corporation is organized;
(b) a corporate name for the nonprofit corporation that satisfies the requirements of Section
16-6a-401
;
(c) the street address of the nonprofit corporation's initial registered office;
(d) the name and signature of its initial registered agent at the office listed in Subsection
(1)(c), which registered agent shall meet the requirements of Section
16-6a-501
;
(e) the name and address of each incorporator;
(f) whether or not the nonprofit corporation will have voting members;
(g) if the nonprofit corporation is to issue shares of stock evidencing membership in the
nonprofit corporation or interests in water or other property rights:
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(i) the aggregate number of shares that the nonprofit corporation has authority to issue; and
(ii) if the shares are to be divided into classes:
(A) the number of shares of each class;
(B) the designation of each class; and
(C) a statement of the preferences, limitations, and relative rights of the shares of each class;
and
(h) provisions not inconsistent with law regarding the distribution of assets on dissolution.
(2) The articles of incorporation may but need not set forth:
(a) the names and addresses of the one or more individuals who are to serve as the initial
directors;
(b) provisions not inconsistent with law regarding:
(i) managing the business and regulating the affairs of the nonprofit corporation;
(ii) defining, limiting, and regulating the powers of:
(A) the nonprofit corporation;
(B) the board of directors of the nonprofit corporation; and
(C) the members of the nonprofit corporation or any class of members;
(iii) whether cumulative voting will be permitted; and
(iv) the characteristics, qualifications, rights, limitations, and obligations attaching to each
or any class of members; and
(c) any 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) (a) It is sufficient under Subsection (1)(a) to state, either alone or with other purposes,
that the purpose of the corporation is to engage in any lawful act for which a nonprofit corporation
may be organized under this chapter.
(b) 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.
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(4) The articles of incorporation need not set forth any corporate power enumerated in this
chapter.
(5) The articles of incorporation shall:
(a) be signed by each incorporator; and
(b) meet the filing requirements of Section
16-6a-105
.
(6) The appointment of the registered agent shall be signed by the registered agent on:
(a) the articles of incorporation; or
(b) an acknowledgment attached to the articles of incorporation.
(7) (a) 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:
(i) the articles of incorporation; or
(ii) the bylaws.
(b) 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:
(i) the articles of incorporation; and
(ii) the bylaws.
Section 29.
Section
16-6a-203
is enacted to read:
16-6a-203. Incorporation.
(1) A nonprofit corporation is incorporated, and its corporate existence begins:
(a) when the articles of incorporation are filed by the division; or
(b) if a delayed effective date is specified pursuant to Subsection
16-6a-108
(2), on the
delayed effective date, unless a certificate of withdrawal is filed prior to the delayed effective date.
(2) 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:
(a) cancel or revoke the incorporation; or
(b) involuntarily dissolve the nonprofit corporation.
Section 30.
Section
16-6a-204
is enacted to read:
16-6a-204. Liability for preincorporation transactions.
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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.
Section 31.
Section
16-6a-205
is enacted to read:
16-6a-205. Organization of the corporation.
(1) After incorporation:
(a) 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:
(i) appointing officers;
(ii) adopting bylaws, if desired; and
(iii) carrying on any other business brought before the meeting; or
(b) if 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:
(i) the election of directors and officers;
(ii) the appointment of members; and
(iii) the 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:
(a) describe the action taken; and
(b) are signed by each incorporator.
(3) An organizational meeting may be held in or out of this state.
Section 32.
Section
16-6a-206
is enacted to read:
16-6a-206. Bylaws.
(1) (a) The board of directors of a nonprofit corporation may adopt initial bylaws for the
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nonprofit corporation.
(b) If no directors of the nonprofit corporation have been elected, the incorporators may
adopt initial bylaws for the nonprofit corporation.
(c) 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.
Section 33.
Section
16-6a-207
is enacted to read:
16-6a-207. Incorporation of cooperative association.
(1) (a) If a cooperative association meets the requirements of Subsection (1)(b), it may:
(i) be incorporated under this chapter; and
(ii) use the word "cooperative" as part of its corporate or business name.
(b) A cooperative association described in Subsection (1)(a):
(i) may not be:
(A) an association subject to the insurance or credit union laws of this state;
(B) a health insurance purchasing association as defined in Section
31A-34-103
; or
(C) a health insurance purchasing alliance licensed under Title 31A, Chapter 34, Voluntary
Health Insurance Purchasing Alliance Act; and
(ii) shall state in its articles of incorporation that:
(A) 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; and
(B) savings 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) (a) Any cooperative association incorporated in accordance with Subsection (1):
(i) shall have all the rights and be subject to the limitations provided in Section
3-1-11
; and
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(ii) may pay dividends on its stock, if it has stock, subject to the limitations of Section
3-1-11
.
(b) The articles of incorporation or the bylaws of a cooperative association incorporated in
accordance with Subsection (1) may provide for:
(i) the establishment and alteration of voting districts;
(ii) the election of delegates to represent:
(A) the districts described in Subsection (2)(b)(i); and
(B) the members of the districts described in Subsection (2)(b)(i);
(iii) the establishment and alteration of director districts; and
(iv) the election of directors to represent the districts described in Subsection (2)(b)(ii) by:
(A) the members of the districts; or
(B) delegates elected by the members.
(3) (a) A corporation organized under Title 3, Chapter 1, Uniform Agricultural 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:
(i) it elects to become subject to this chapter; and
(ii) makes changes in its articles of incorporation that are:
(A) required by this chapter; and
(B) any other changes permitted by this chapter.
(b) 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) Notwithstanding Subsection (1), a health insurance purchasing association may not use
the word "cooperative" or "alliance" but may use the word "association."
(5) Except as otherwise provided in this Section
16-6a-207
, a cooperative nonprofit
corporation shall be subject to this chapter.
Section 34.
Section
16-6a-301
is enacted to read:
Part 3. Purposes And Powers
16-6a-301. Purposes.
(1) Every nonprofit corporation incorporated under this chapter that in its articles of
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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) 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.
(b) Without limiting Subsection (2)(a) and subject to Subsection (2)(c), an organization may
not be organized under this chapter if the organization is subject to the:
(i) insurance laws of this state; or
(ii) laws governing depository institutions as defined in Section
7-1-103
.
(c) Notwithstanding Subsection (2)(b), the following may be organized under this chapter:
(i) a health insurance purchasing association as defined in Section
31A-34-103
; and
(ii) a health insurance purchasing alliance licensed under Title 31A, Chapter 34, Voluntary
Health Insurance Purchasing Alliance Act.
Section 35.
Section
16-6a-302
is enacted to read:
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:
(a) sue and be sued, complain and defend in its corporate name;
(b) (i) have a corporate seal, that may be altered at will; and
(ii) use the corporate seal, or a facsimile of the corporate seal, by impressing or affixing it or
in any other manner reproducing it;
(c) 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;
(d) 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
- 48 -
located;
(e) sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part
of its property and assets;
(f) 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;
(g) 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;
(h) 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;
(i) be an agent, associate, fiduciary, manager, member, partner, promoter, or trustee of, or
to hold any similar position with, any entity;
(j) conduct its business, locate offices, and exercise the powers granted by this chapter within
or without this state;
(k) (i) elect directors and appoint officers, employees, and agents of the nonprofit
corporation;
(ii) define the duties of the directors, officers, employees, and agents; and
(iii) fix the compensation of the directors, officers, employees, and agents;
(l) pay compensation in a reasonable amount to its directors, officers, or members for services
rendered, including:
(i) payment of advances for expenses reasonably expected to be incurred; and
(ii) expenses relating to relocation of directors, officers, or employees of a nonprofit
corporation;
(m) 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;
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(n) make contributions to or for any person for:
(i) the public welfare;
(ii) charitable, religious, scientific, or educational purposes; or
(iii) for other purposes that further the corporate interest;
(o) pursue any lawful activity that will aid governmental policy;
(p) make payments or do any other act, not inconsistent with law, that furthers the business
and affairs of the nonprofit corporation;
(q) establish rules governing the conduct of the business and affairs of the nonprofit
corporation in the event of an emergency;
(r) impose dues, assessments, admission fees, and transfer fees upon its members;
(s) (i) establish conditions for admission of members;
(ii) admit members; and
(iii) issue or transfer membership;
(t) carry on a business;
(u) indemnify current or former directors, officers, employees, fiduciaries, or agents as
provided in this chapter;
(v) limit the liability of its directors as provided in Subsection
16-6a-823
(1);
(w) cease its corporate activities and dissolve; and
(x) issue certificates or stock evidencing:
(i) membership in the nonprofit corporation; or
(ii) interests in water or other property rights.
Section 36.
Section
16-6a-303
is enacted to read:
16-6a-303. Emergency powers.
(1) In anticipation of or during an emergency defined in Subsection (4), the board of directors
may:
(a) modify lines of succession to accommodate the incapacity of any director, officer,
employee, or agent;
(b) adopt bylaws to be effective only in an emergency; and
- 50 -
(c) (i) relocate the principal office;
(ii) designate an alternative principal office or regional office; or
(iii) authorize 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:
(a) notice of a meeting of the board of directors:
(i) need be given only to those directors whom it is practicable to reach; and
(ii) may be given in any practicable manner, including by publication or radio; and
(b) the 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:
(a) binds the nonprofit corporation; and
(b) may 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.
Section 37.
Section
16-6a-304
is enacted to read:
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:
(a) in a proceeding against the nonprofit corporation to enjoin the act brought by:
(i) a director; or
(ii) one or more voting members in a derivative proceeding;
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(b) 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; or
(c) in 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:
(a) enjoin or set aside the act, if:
(i) it would be equitable to do so; and
(ii) all affected persons are parties to the proceeding; and
(b) award damages for loss, including anticipated profits, suffered by the nonprofit
corporation or another party because of an injunction issued under this section.
Section 38.
Section
16-6a-401
is enacted to read:
Part 4. Name
16-6a-401. Corporate name.
(1) The corporate name of a nonprofit corporation:
(a) may, but need not contain:
(i) the word "corporation," "incorporated," or "company"; or
(ii) an abbreviation of "corporation," "incorporated," or "company";
(b) may not contain any word or phrase that indicates or implies that it is organized for any
purpose other than one or more of the purposes contained in Section
16-6a-301
and its articles of
incorporation;
(c) except as authorized by the division under Subsection (2), shall be distinguishable, as
defined in Section
16-10a-401
, from:
(i) the name of any domestic corporation incorporated in this state;
(ii) the name of any foreign corporation authorized to conduct affairs in this state;
(iii) the name of any domestic nonprofit corporation incorporated in this state;
(iv) the name of any foreign nonprofit corporation authorized to conduct affairs in this state;
(v) the name of any domestic limited liability company formed in this state;
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(vi) the name of any foreign limited liability company authorized to conduct affairs in this
state;
(vii) the name of any limited partnership formed or authorized to conduct affairs in this state;
(viii) any name that is reserved under Section
16-6a-402
or
16-10a-402
;
(ix) the name of any entity that has registered its name under Section
42-2-5
;
(x) the name of any trademark or service mark registered by the division; or
(xi) any assumed name filed under Section
42-2-5
;
(d) shall be, for purposes of recordation, either translated into English or transliterated into
letters of the English alphabet if it is not in English;
(e) without the written consent of the United States Olympic Committee, may not contain
the words:
(i) "Olympic";
(ii) "Olympiad"; or
(iii) "Citius Altius Fortius"; and
(f) without the written consent of the State Board of Regents issued in accordance with
Section
53B-5-114
, may not contain the words:
(i) "university";
(ii) "college"; or
(iii) "institute."
(2) The division may authorize the use of the name applied for if:
(a) 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; or
(b) if 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 corporation may use the name of another domestic or foreign corporation that is used
in this state if:
(a) the other corporation is incorporated or authorized to conduct affairs in this state; and
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(b) the proposed user corporation:
(i) has merged with the other corporation;
(ii) has been formed by reorganization of the other corporation; or
(iii) has acquired all or substantially all of the assets, including the corporate name, of the
other corporation.
(4) (a) A nonprofit corporation may apply to the division for authorization to file its 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).
(b) The division shall approve the application filed under Subsection (4)(a) if:
(i) 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:
(A) consents to the filing, registration, or reservation in writing; and
(B) submits an undertaking in a form satisfactory to the division to change its name to a name
that is distinguishable from the name of the applicant; or
(ii) 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 make the requested filing in this state under
the name applied for.
(5) Only names of corporations may contain the:
(a) words "corporation," or "incorporated"; or
(b) abbreviation "corp." or "inc."
(6) The division may not issue a certificate of incorporation to any association violating the
provisions of this section.
Section 39.
Section
16-6a-402
is enacted to read:
16-6a-402. Reserved name.
(1) (a) 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:
(i) the name and address of the applicant; and
(ii) the name proposed to be reserved.
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(b) (i) 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).
(ii) 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:
(a) the reserved name;
(b) the name of the owner; and
(c) the name and address of the transferee.
(3) (a) The corporate name set forth in a document described in Subsection (3)(b) is reserved
until the document:
(i) becomes effective pursuant to Subsection
16-6a-108
(2); or
(ii) is withdrawn under Subsection
16-6a-108
(3).
(b) Subsection (3)(a) applies to a document that:
(i) is one of the following:
(A) articles of incorporation;
(B) articles of amendment to articles of incorporation;
(C) restated articles of incorporation; or
(D) articles of merger;
(ii) specifies a delayed effective date pursuant to Subsection
16-6a-108
(2);
(iii) sets forth a new corporate name; and
(iv) is filed by the division.
Section 40.
Section
16-6a-403
is enacted to read:
16-6a-403. Corporate name -- Limited rights.
The authorization granted by the division to file articles of incorporation under a corporate
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