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[Status][Bill Documents][Fiscal Note][Bills Directory]
S.B. 61
1
REVISED NONPROFIT CORPORATION ACT
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2000 GENERAL SESSION
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STATE OF UTAH
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Sponsor: Lyle W. Hillyard
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AN ACT RELATING TO CORPORATIONS; ENACTING A NEW NONPROFIT
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CORPORATIONS ACT; ESTABLISHING GENERAL PROVISIONS; ADDRESSING
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INCORPORATION; ADDRESSING POWERS AND PURPOSES; ADDRESSING NAMES;
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ADDRESSING OFFICE AND AGENTS; ADDRESSING MEMBERSHIP; ADDRESSING
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MEETINGS AND VOTING OF MEMBERS; ADDRESSING DIRECTORS AND OFFICERS;
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ADDRESSING INDEMNIFICATION; ADDRESSING AMENDMENTS TO ARTICLES OF
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INCORPORATION OR BYLAWS; ADDRESSING MERGERS; ADDRESSING SALES OF
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PROPERTY; ADDRESSING DISTRIBUTIONS; ADDRESSING DISSOLUTION;
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ADDRESSING FOREIGN NONPROFIT CORPORATIONS; ADDRESSING RECORDS,
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INFORMATION, AND REPORTS; ADDRESSING TRANSITION; MAKING TECHNICAL
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CHANGES; AND PROVIDING AN EFFECTIVE DATE.
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This act affects sections of Utah Code Annotated 1953 as follows:
17
AMENDS:
18
3-1-25, as last amended by Chapter 66, Laws of Utah 1987
19
3-1-30, as last amended by Chapter 203, Laws of Utah 1994
20
3-1-31, as last amended by Chapter 203, Laws of Utah 1994
21
3-1-44, as enacted by Chapter 204, Laws of Utah 1994
22
7-5-2, as last amended by Chapter 6, Laws of Utah 1982
23
9-13-201, as enacted by Chapter 76, Laws of Utah 1999
24
11-32-3, as last amended by Chapter 235, Laws of Utah 1995
25
11-32-8, as enacted by Chapter 143, Laws of Utah 1987
26
16-7-13, as enacted by Chapter 48, Laws of Utah 1993
27
16-7-14, as enacted by Chapter 48, Laws of Utah 1993
28
17A-3-903, as renumbered and amended by Chapter 186, Laws of Utah 1990
29
21-1-2, as last amended by Chapter 313, Laws of Utah 1994
30
21-1-2.5, as last amended by Chapter 313, Laws of Utah 1994
31
31A-5-101, as last amended by Chapter 6, Laws of Utah 1992, Third Special Session
32
31A-5-102, as last amended by Chapter 131, Laws of Utah 1999
33
31A-5-104, as last amended by Chapter 277, Laws of Utah 1992
34
31A-5-203, as last amended by Chapter 344, Laws of Utah 1995
35
31A-5-219, as last amended by Chapter 277, Laws of Utah 1992
36
31A-5-404, as last amended by Chapter 277, Laws of Utah 1992
37
31A-5-405, as last amended by Chapter 95, Laws of Utah 1987
38
31A-5-407, as last amended by Chapter 277, Laws of Utah 1992
39
31A-5-409, as last amended by Chapter 22, Laws of Utah 1989
40
31A-5-410, as last amended by Chapter 277, Laws of Utah 1992
41
31A-5-415, as last amended by Chapter 9, Laws of Utah 1996, Second Special Session
42
31A-5-503, as enacted by Chapter 242, Laws of Utah 1985
43
31A-5-504, as last amended by Chapter 277, Laws of Utah 1992
44
31A-5-508, as last amended by Chapter 20, Laws of Utah 1995
45
31A-7-103, as last amended by Chapter 277, Laws of Utah 1992
46
31A-7-201, as last amended by Chapter 344, Laws of Utah 1995
47
31A-7-202, as last amended by Chapter 91, Laws of Utah 1987
48
31A-7-303, as last amended by Chapter 91, Laws of Utah 1987
49
31A-7-304, as enacted by Chapter 242, Laws of Utah 1985
50
31A-7-313, as enacted by Chapter 242, Laws of Utah 1985
51
31A-8-103, as last amended by Chapter 44, Laws of Utah 1997
52
31A-8-204, as last amended by Chapter 79, Laws of Utah 1996
53
31A-8-406, as enacted by Chapter 204, Laws of Utah 1986
54
31A-9-101, as last amended by Chapter 108, Laws of Utah 1990
55
31A-9-105, as last amended by Chapter 277, Laws of Utah 1992
56
31A-9-204, as last amended by Chapter 91, Laws of Utah 1987
57
31A-9-212, as last amended by Chapter 91, Laws of Utah 1987
58
31A-9-405, as enacted by Chapter 242, Laws of Utah 1985
59
31A-9-406, as enacted by Chapter 242, Laws of Utah 1985
60
31A-9-502, as enacted by Chapter 242, Laws of Utah 1985
61
31A-11-105, as last amended by Chapter 277, Laws of Utah 1992
62
31A-14-205, as last amended by Chapter 9, Laws of Utah 1996, Second Special Session
63
31A-22-1305, as enacted by Chapter 204, Laws of Utah 1986
64
31A-27-335, as last amended by Chapter 131, Laws of Utah 1999
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31A-34-105, No change since 1953
66
31A-34-108, No change since 1953
67
41-22-2, as last amended by Chapter 73, Laws of Utah 1999
68
48-2b-106, as last amended by Chapter 38, Laws of Utah 1999
69
53B-5-114, as enacted by Chapter 86, Laws of Utah 1998
70
59-8-103, as last amended by Chapter 278, Laws of Utah 1995
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63-11-3.1, as enacted by Chapter 225, Laws of Utah 1998
72
ENACTS:
73
16-6a-101, Utah Code Annotated 1953
74
16-6a-102, Utah Code Annotated 1953
75
16-6a-103, Utah Code Annotated 1953
76
16-6a-104, Utah Code Annotated 1953
77
16-6a-105, Utah Code Annotated 1953
78
16-6a-106, Utah Code Annotated 1953
79
16-6a-107, Utah Code Annotated 1953
80
16-6a-108, Utah Code Annotated 1953
81
16-6a-109, Utah Code Annotated 1953
82
16-6a-110, Utah Code Annotated 1953
83
16-6a-111, Utah Code Annotated 1953
84
16-6a-112, Utah Code Annotated 1953
85
16-6a-113, Utah Code Annotated 1953
86
16-6a-114, Utah Code Annotated 1953
87
16-6a-115, Utah Code Annotated 1953
88
16-6a-116, Utah Code Annotated 1953
89
16-6a-117, Utah Code Annotated 1953
90
16-6a-118, Utah Code Annotated 1953
91
16-6a-201, Utah Code Annotated 1953
92
16-6a-202, Utah Code Annotated 1953
93
16-6a-203, Utah Code Annotated 1953
94
16-6a-204, Utah Code Annotated 1953
95
16-6a-205, Utah Code Annotated 1953
96
16-6a-206, Utah Code Annotated 1953
97
16-6a-207, Utah Code Annotated 1953
98
16-6a-301, Utah Code Annotated 1953
99
16-6a-302, Utah Code Annotated 1953
100
16-6a-303, Utah Code Annotated 1953
101
16-6a-304, Utah Code Annotated 1953
102
16-6a-401, Utah Code Annotated 1953
103
16-6a-402, Utah Code Annotated 1953
104
16-6a-403, Utah Code Annotated 1953
105
16-6a-501, Utah Code Annotated 1953
106
16-6a-502, Utah Code Annotated 1953
107
16-6a-503, Utah Code Annotated 1953
108
16-6a-504, Utah Code Annotated 1953
109
16-6a-601, Utah Code Annotated 1953
110
16-6a-602, Utah Code Annotated 1953
111
16-6a-603, Utah Code Annotated 1953
112
16-6a-604, Utah Code Annotated 1953
113
16-6a-605, Utah Code Annotated 1953
114
16-6a-606, Utah Code Annotated 1953
115
16-6a-607, Utah Code Annotated 1953
116
16-6a-608, Utah Code Annotated 1953
117
16-6a-609, Utah Code Annotated 1953
118
16-6a-610, Utah Code Annotated 1953
119
16-6a-611, Utah Code Annotated 1953
120
16-6a-612, Utah Code Annotated 1953
121
16-6a-613, Utah Code Annotated 1953
122
16-6a-701, Utah Code Annotated 1953
123
16-6a-702, Utah Code Annotated 1953
124
16-6a-703, Utah Code Annotated 1953
125
16-6a-704, Utah Code Annotated 1953
126
16-6a-705, Utah Code Annotated 1953
127
16-6a-706, Utah Code Annotated 1953
128
16-6a-707, Utah Code Annotated 1953
129
16-6a-708, Utah Code Annotated 1953
130
16-6a-709, Utah Code Annotated 1953
131
16-6a-710, Utah Code Annotated 1953
132
16-6a-711, Utah Code Annotated 1953
133
16-6a-712, Utah Code Annotated 1953
134
16-6a-713, Utah Code Annotated 1953
135
16-6a-714, Utah Code Annotated 1953
136
16-6a-715, Utah Code Annotated 1953
137
16-6a-716, Utah Code Annotated 1953
138
16-6a-717, Utah Code Annotated 1953
139
16-6a-718, Utah Code Annotated 1953
140
16-6a-801, Utah Code Annotated 1953
141
16-6a-802, Utah Code Annotated 1953
142
16-6a-803, Utah Code Annotated 1953
143
16-6a-804, Utah Code Annotated 1953
144
16-6a-805, Utah Code Annotated 1953
145
16-6a-806, Utah Code Annotated 1953
146
16-6a-807, Utah Code Annotated 1953
147
16-6a-808, Utah Code Annotated 1953
148
16-6a-809, Utah Code Annotated 1953
149
16-6a-810, Utah Code Annotated 1953
150
16-6a-811, Utah Code Annotated 1953
151
16-6a-812, Utah Code Annotated 1953
152
16-6a-813, Utah Code Annotated 1953
153
16-6a-814, Utah Code Annotated 1953
154
16-6a-815, Utah Code Annotated 1953
155
16-6a-816, Utah Code Annotated 1953
156
16-6a-817, Utah Code Annotated 1953
157
16-6a-818, Utah Code Annotated 1953
158
16-6a-819, Utah Code Annotated 1953
159
16-6a-820, Utah Code Annotated 1953
160
16-6a-821, Utah Code Annotated 1953
161
16-6a-822, Utah Code Annotated 1953
162
16-6a-823, Utah Code Annotated 1953
163
16-6a-824, Utah Code Annotated 1953
164
16-6a-825, Utah Code Annotated 1953
165
16-6a-826, Utah Code Annotated 1953
166
16-6a-901, Utah Code Annotated 1953
167
16-6a-902, Utah Code Annotated 1953
168
16-6a-903, Utah Code Annotated 1953
169
16-6a-904, Utah Code Annotated 1953
170
16-6a-905, Utah Code Annotated 1953
171
16-6a-906, Utah Code Annotated 1953
172
16-6a-907, Utah Code Annotated 1953
173
16-6a-908, Utah Code Annotated 1953
174
16-6a-909, Utah Code Annotated 1953
175
16-6a-910, Utah Code Annotated 1953
176
16-6a-1001, Utah Code Annotated 1953
177
16-6a-1002, Utah Code Annotated 1953
178
16-6a-1003, Utah Code Annotated 1953
179
16-6a-1004, Utah Code Annotated 1953
180
16-6a-1005, Utah Code Annotated 1953
181
16-6a-1006, Utah Code Annotated 1953
182
16-6a-1007, Utah Code Annotated 1953
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16-6a-1008, Utah Code Annotated 1953
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16-6a-1009, Utah Code Annotated 1953
185
16-6a-1010, Utah Code Annotated 1953
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16-6a-1011, Utah Code Annotated 1953
187
16-6a-1012, Utah Code Annotated 1953
188
16-6a-1013, Utah Code Annotated 1953
189
16-6a-1014, Utah Code Annotated 1953
190
16-6a-1101, Utah Code Annotated 1953
191
16-6a-1102, Utah Code Annotated 1953
192
16-6a-1103, Utah Code Annotated 1953
193
16-6a-1104, Utah Code Annotated 1953
194
16-6a-1105, Utah Code Annotated 1953
195
16-6a-1201, Utah Code Annotated 1953
196
16-6a-1202, Utah Code Annotated 1953
197
16-6a-1301, Utah Code Annotated 1953
198
16-6a-1302, Utah Code Annotated 1953
199
16-6a-1401, Utah Code Annotated 1953
200
16-6a-1402, Utah Code Annotated 1953
201
16-6a-1403, Utah Code Annotated 1953
202
16-6a-1404, Utah Code Annotated 1953
203
16-6a-1405, Utah Code Annotated 1953
204
16-6a-1406, Utah Code Annotated 1953
205
16-6a-1407, Utah Code Annotated 1953
206
16-6a-1408, Utah Code Annotated 1953
207
16-6a-1409, Utah Code Annotated 1953
208
16-6a-1410, Utah Code Annotated 1953
209
16-6a-1411, Utah Code Annotated 1953
210
16-6a-1412, Utah Code Annotated 1953
211
16-6a-1413, Utah Code Annotated 1953
212
16-6a-1414, Utah Code Annotated 1953
213
16-6a-1415, Utah Code Annotated 1953
214
16-6a-1416, Utah Code Annotated 1953
215
16-6a-1417, Utah Code Annotated 1953
216
16-6a-1418, Utah Code Annotated 1953
217
16-6a-1419, Utah Code Annotated 1953
218
16-6a-1501, Utah Code Annotated 1953
219
16-6a-1502, Utah Code Annotated 1953
220
16-6a-1503, Utah Code Annotated 1953
221
16-6a-1504, Utah Code Annotated 1953
222
16-6a-1505, Utah Code Annotated 1953
223
16-6a-1506, Utah Code Annotated 1953
224
16-6a-1507, Utah Code Annotated 1953
225
16-6a-1508, Utah Code Annotated 1953
226
16-6a-1509, Utah Code Annotated 1953
227
16-6a-1510, Utah Code Annotated 1953
228
16-6a-1511, Utah Code Annotated 1953
229
16-6a-1512, Utah Code Annotated 1953
230
16-6a-1513, Utah Code Annotated 1953
231
16-6a-1514, Utah Code Annotated 1953
232
16-6a-1515, Utah Code Annotated 1953
233
16-6a-1516, Utah Code Annotated 1953
234
16-6a-1517, Utah Code Annotated 1953
235
16-6a-1518, Utah Code Annotated 1953
236
16-6a-1601, Utah Code Annotated 1953
237
16-6a-1602, Utah Code Annotated 1953
238
16-6a-1603, Utah Code Annotated 1953
239
16-6a-1604, Utah Code Annotated 1953
240
16-6a-1605, Utah Code Annotated 1953
241
16-6a-1606, Utah Code Annotated 1953
242
16-6a-1607, Utah Code Annotated 1953
243
16-6a-1608, Utah Code Annotated 1953
244
16-6a-1609, Utah Code Annotated 1953
245
16-6a-1701, Utah Code Annotated 1953
246
16-6a-1702, Utah Code Annotated 1953
247
16-6a-1703, Utah Code Annotated 1953
248
16-6a-1704, Utah Code Annotated 1953
249
REPEALS:
250
16-6-18, as enacted by Chapter 17, Laws of Utah 1963
251
16-6-19, as last amended by Chapter 108, Laws of Utah 1990
252
16-6-20, as last amended by Chapter 48, Laws of Utah 1993
253
16-6-21, as last amended by Chapter 143, Laws of Utah 1996
254
16-6-22, as enacted by Chapter 17, Laws of Utah 1963
255
16-6-23, as enacted by Chapter 17, Laws of Utah 1963
256
16-6-24, as last amended by Chapter 86, Laws of Utah 1998
257
16-6-25, as last amended by Chapter 48, Laws of Utah 1990
258
16-6-25.1, as last amended by Chapter 108, Laws of Utah 1990
259
16-6-25.2, as last amended by Chapter 108, Laws of Utah 1990
260
16-6-25.3, as enacted by Chapter 178, Laws of Utah 1985
261
16-6-26, as enacted by Chapter 17, Laws of Utah 1963
262
16-6-27, as enacted by Chapter 17, Laws of Utah 1963
263
16-6-28, as enacted by Chapter 17, Laws of Utah 1963
264
16-6-29, as enacted by Chapter 17, Laws of Utah 1963
265
16-6-30, as enacted by Chapter 17, Laws of Utah 1963
266
16-6-31, as enacted by Chapter 17, Laws of Utah 1963
267
16-6-32, as enacted by Chapter 17, Laws of Utah 1963
268
16-6-33, as last amended by Chapter 66, Laws of Utah 1984
269
16-6-34, as enacted by Chapter 17, Laws of Utah 1963
270
16-6-35, as enacted by Chapter 17, Laws of Utah 1963
271
16-6-36, as enacted by Chapter 17, Laws of Utah 1963
272
16-6-37, as last amended by Chapter 79, Laws of Utah 1996
273
16-6-38, as enacted by Chapter 17, Laws of Utah 1963
274
16-6-39, as enacted by Chapter 17, Laws of Utah 1963
275
16-6-40, as enacted by Chapter 17, Laws of Utah 1963
276
16-6-41, as enacted by Chapter 17, Laws of Utah 1963
277
16-6-42, as last amended by Chapter 222, Laws of Utah 1988
278
16-6-43, as enacted by Chapter 17, Laws of Utah 1963
279
16-6-44, as enacted by Chapter 17, Laws of Utah 1963
280
16-6-45, as last amended by Chapter 178, Laws of Utah 1985
281
16-6-46, as last amended by Chapter 178, Laws of Utah 1985
282
16-6-47, as last amended by Chapter 178, Laws of Utah 1985
283
16-6-48, as enacted by Chapter 17, Laws of Utah 1963
284
16-6-49, as last amended by Chapter 277, Laws of Utah 1992
285
16-6-50, as enacted by Chapter 17, Laws of Utah 1963
286
16-6-51, as last amended by Chapter 178, Laws of Utah 1985
287
16-6-52, as last amended by Chapter 178, Laws of Utah 1985
288
16-6-53, as last amended by Chapter 66, Laws of Utah 1984
289
16-6-53.5, as enacted by Chapter 97, Laws of Utah 1989
290
16-6-54, as enacted by Chapter 17, Laws of Utah 1963
291
16-6-55, as enacted by Chapter 17, Laws of Utah 1963
292
16-6-56, as last amended by Chapter 68, Laws of Utah 1987
293
16-6-57, as last amended by Chapter 178, Laws of Utah 1985
294
16-6-58, as last amended by Chapter 66, Laws of Utah 1984
295
16-6-59, as enacted by Chapter 17, Laws of Utah 1963
296
16-6-60, as last amended by Chapter 277, Laws of Utah 1992
297
16-6-61, as last amended by Chapter 68, Laws of Utah 1987
298
16-6-62, as last amended by Chapter 68, Laws of Utah 1987
299
16-6-63, as last amended by Chapter 222, Laws of Utah 1988
300
16-6-64, as enacted by Chapter 17, Laws of Utah 1963
301
16-6-65, as last amended by Chapter 66, Laws of Utah 1984
302
16-6-66, as last amended by Chapter 178, Laws of Utah 1985
303
16-6-67, as last amended by Chapter 178, Laws of Utah 1985
304
16-6-68, as last amended by Chapter 108, Laws of Utah 1990
305
16-6-69, as last amended by Chapter 30, Laws of Utah 1992
306
16-6-70, as enacted by Chapter 17, Laws of Utah 1963
307
16-6-71, as enacted by Chapter 17, Laws of Utah 1963
308
16-6-72, as enacted by Chapter 17, Laws of Utah 1963
309
16-6-73, as enacted by Chapter 17, Laws of Utah 1963
310
16-6-74, as enacted by Chapter 17, Laws of Utah 1963
311
16-6-75, as last amended by Chapter 66, Laws of Utah 1984
312
16-6-76, as last amended by Chapter 10, Laws of Utah 1997
313
16-6-77, as last amended by Chapter 66, Laws of Utah 1984
314
16-6-78, as last amended by Chapter 66, Laws of Utah 1984
315
16-6-79, as last amended by Chapter 66, Laws of Utah 1984
316
16-6-80, as enacted by Chapter 17, Laws of Utah 1963
317
16-6-82, as enacted by Chapter 17, Laws of Utah 1963
318
16-6-83, as last amended by Chapter 178, Laws of Utah 1985
319
16-6-84, as last amended by Chapter 108, Laws of Utah 1990
320
16-6-85, as last amended by Chapter 66, Laws of Utah 1984
321
16-6-86, as last amended by Chapter 66, Laws of Utah 1987
322
16-6-87, as last amended by Chapter 108, Laws of Utah 1990
323
16-6-88, as last amended by Chapter 178, Laws of Utah 1985
324
16-6-89, as last amended by Chapter 66, Laws of Utah 1984
325
16-6-90, as last amended by Chapter 66, Laws of Utah 1984
326
16-6-91, as last amended by Chapter 178, Laws of Utah 1985
327
16-6-92, as last amended by Chapter 66, Laws of Utah 1984
328
16-6-93, as last amended by Chapter 178, Laws of Utah 1985
329
16-6-94, as last amended by Chapter 222, Laws of Utah 1988
330
16-6-95, as last amended by Chapter 66, Laws of Utah 1984
331
16-6-96, as enacted by Chapter 17, Laws of Utah 1963
332
16-6-97, as last amended by Chapter 66, Laws of Utah 1987
333
16-6-98, as last amended by Chapter 108, Laws of Utah 1990
334
16-6-99, as last amended by Chapter 28, Laws of Utah 1995
335
16-6-99.1, as last amended by Chapter 313, Laws of Utah 1994
336
16-6-100, as last amended by Chapter 313, Laws of Utah 1994
337
16-6-100.5, as last amended by Chapter 313, Laws of Utah 1994
338
16-6-101, as last amended by Chapter 313, Laws of Utah 1994
339
16-6-102, as last amended by Chapter 66, Laws of Utah 1984
340
16-6-103, as last amended by Chapter 161, Laws of Utah 1987
341
16-6-104, as last amended by Chapter 66, Laws of Utah 1984
342
16-6-105, as last amended by Chapter 66, Laws of Utah 1984
343
16-6-106, as enacted by Chapter 17, Laws of Utah 1963
344
16-6-107, as last amended by Chapter 166, Laws of Utah 1987
345
16-6-108, as last amended by Chapter 10, Laws of Utah 1997
346
16-6-109, as last amended by Chapter 66, Laws of Utah 1984
347
16-6-110, as enacted by Chapter 17, Laws of Utah 1963
348
16-6-112, as enacted by Chapter 66, Laws of Utah 1987
349
Be it enacted by the Legislature of the state of Utah:
350
Section 1.
Section
3-1-25
is amended to read:
351
3-1-25. Filing of annual reports.
352
Domestic associations and foreign associations admitted to do business in this state shall
353
file an annual report in accordance with [Sections
16-6-97
and
16-6-98
] Section
16-6a-1607
.
354
Section 2.
Section
3-1-30
is amended to read:
355
3-1-30. Authorization for merger or consolidation with other associations or
356
corporations -- Laws governing surviving or new corporation.
357
(1) Pursuant to a plan approved under this chapter, an agricultural cooperative association
358
may merge or consolidate with:
359
(a) one or more agricultural cooperative associations;
360
(b) one or more domestic corporations governed by:
361
(i) Title 16, Chapter 10a, Utah Revised Business Corporation Act; or
362
(ii) Title 16, Chapter [6] 6a, Utah Revised Nonprofit Corporation [and Cooperative
363
Association] Act; or
364
(c) any combination of associations or corporations referred to in Subsection (1)(a) or (b).
365
(2) The surviving or new corporation shall be governed by:
366
(a) the Uniform Agricultural Cooperative Association Act; or
367
(b) Title 16, Chapter [6] 6a, Utah Revised Nonprofit Corporation [and Cooperative
368
Association] Act.
369
Section 3.
Section
3-1-31
is amended to read:
370
3-1-31. Contents and approval of plan of merger or consolidation.
371
(1) The board of directors, board of trustees, or other governing board of each party to the
372
merger or consolidation shall, by resolution adopted by each board, approve a plan of merger or
373
consolidation.
374
(2) The plan shall contain:
375
(a) the name of:
376
(i) each association or corporation proposing to merge or consolidate; and
377
(ii) (A) the association or corporation into which they propose to merge or consolidate,
378
also referred to as the surviving corporation; or
379
(B) the new corporation;
380
(b) the terms and conditions of the proposed merger or consolidation;
381
(c) the manner and basis of converting stock or shares of each party to the merger or
382
consolidation, into stock, shares, or other securities or obligations of the surviving or new
383
corporation;
384
(d) the manner and basis of converting membership interests of each party to the merger
385
into membership interests, stock, shares, or other securities or obligations of the surviving or new
386
corporation;
387
(e) the manner and basis of converting any certificates of interest, patronage refund
388
certificates, or other interests in any fund, capital investment, savings, or reserve of each party to
389
the merger or consolidation into stock, shares, or other securities or obligations of or certificates
390
of interest, patronage refund certificates, or other interests in any fund, capital investment, savings
391
or reserve of the surviving or new corporation, including any changes to be made in the time and
392
manner of payment of the certificates or interests;
393
(f) a statement electing whether the surviving or new corporation shall be governed by:
394
(i) the Uniform Agricultural Cooperative Association Act; or [by]
395
(ii) Title 16, Chapter [6] 6a, Utah Revised Nonprofit Corporation [and Cooperative
396
Association] Act;
397
(g) a statement of any changes in the articles of incorporation of the surviving or new
398
corporation effected by the merger or consolidation, including changes required by the law
399
governing the surviving or new corporation; and
400
(h) any other provision relating to the proposed merger or consolidation considered to be
401
necessary or desirable.
402
Section 4.
Section
3-1-44
is amended to read:
403
3-1-44. Registered office and agent.
404
(1) An association shall continuously maintain a registered office in this state. The
405
registered office may be the principal place of business of the association.
406
(2) (a) An association shall designate a registered agent.
407
(b) The registered agent may be a person residing in this state, a domestic corporation, or
408
a foreign corporation authorized to transact business in this state.
409
(c) The registered agent's address shall be the same as that of the registered office.
410
(3) (a) An association shall file a statement with the Division of Corporations and
411
Commercial Code designating or changing its registered office, its registered agent, or both.
412
(b) The statement in Subsection (3)(a) shall set forth:
413
(i) the name of the association;
414
(ii) the address of the association's registered office;
415
(iii) the name of the association's registered agent and [his] the registered agent's address;
416
and
417
(iv) a statement that the designation or change was authorized by a resolution of the board
418
of directors.
419
(4) (a) A registered agent of an association may resign by filing with the division a signed
420
written notice of resignation, including a statement that a signed copy of the notice has been given
421
to the association at its principal place of business.
422
(b) The appointment of the agent terminates 30 days after notice is filed with the division.
423
(5) Service of process, notice, or any demand upon an association shall be made as
424
provided in Section [
16-6-25.3
] 16-6a-504.
425
Section 5.
Section
7-5-2
is amended to read:
426
7-5-2. Permit required to engage in trust business -- Exceptions.
427
(1) No trust company shall accept any appointment to act in any agency or fiduciary
428
capacity, such as but not limited to that of personal representative, executor, administrator,
429
conservator, guardian, assignee, receiver, depositary, or trustee under order or judgment of any
430
court or by authority of any law of this state or as trustee for any purpose permitted by law or
431
otherwise engage in the trust business in this state, unless and until it has obtained from the
432
commissioner a permit to act under this chapter. This provision shall not apply to any bank or other
433
corporation authorized to engage and lawfully engaged in the trust business in this state before July
434
1, 1981.
435
(2) Nothing in this chapter prohibits:
436
(a) any corporation organized under Title 16, Chapter [6] 6a or [10] 10a, from acting as
437
trustee of any employee benefit trust established for the employees of the corporation or the
438
employees of one or more other corporations affiliated with the corporation;
439
(b) any corporation organized under Title 16, Chapter [6] 6a, Utah Revised Nonprofit
440
Corporation Act, and owned or controlled by a charitable, benevolent, eleemosynary or religious
441
organization from acting as a trustee for that organization or members of that organization but not
442
offering trust services to the general public;
443
(c) any corporation organized under Title 16, Chapter [6] 6a or [10] 10a, from holding in
444
a fiduciary capacity the controlling shares of another corporation but not offering trust services to
445
the general public; or
446
(d) any depository institution from holding in an agency or fiduciary capacity individual
447
retirement accounts or Keogh plan accounts established under Section 401 (a) or 408 (a) of Title
448
26 of the United States Code.
449
Section 6.
Section
9-13-201
is amended to read:
450
9-13-201. Utah Technology Finance Corporation -- Independent public corporation.
451
(1) There is created an independent public corporation known as the "Utah Technology
452
Finance Corporation."
453
(2) (a) The corporation shall operate as a nonprofit corporation in accordance with Title
454
16, Chapter [6] 6a, Utah Revised Nonprofit Corporation [and Cooperative Association] Act, to the
455
extent that Title 16, Chapter [6] 6a, does not conflict with this chapter.
456
(b) The corporation shall file with the Division of Corporations and Commercial Code:
457
(i) articles of incorporation; and
458
(ii) any amendment to its articles of incorporation.
459
(c) In addition to the articles of incorporation, the corporation may adopt bylaws and
460
operational policies that are consistent with this chapter.
461
(3) This chapter is a recodification of the repealed Title 9, Chapter 2, Part 7, Utah
462
Technology Finance Corporation Act, and does not create a new corporation. The corporation
463
referred to in this chapter is the ongoing enterprise of the Utah Technology Finance Corporation
464
and this recodification does not impair any existing contractual relationships of the corporation.
465
Section 7.
Section
11-32-3
is amended to read:
466
11-32-3. Creation of county interlocal finance authority as nonprofit corporation --
467
Organization -- Acquisition of delinquent tax receivables -- Personnel -- Duties of elected
468
attorney and treasurer.
469
(1) The governing body of any county within the state may, by resolution, organize a
470
nonprofit corporation as the financing authority for the county on behalf of public bodies within
471
the county under this chapter, following the procedures set out in Title 16, Chapter [6] 6a, Utah
472
Revised Nonprofit Corporation [and Cooperative Association] Act, solely for the purpose of
473
accomplishing the public purposes for which the public bodies exist by financing the sale or
474
assignment of the delinquent tax receivables within the county to the financing authority. The
475
authority shall be known as the "Interlocal Finance Authority of (name of county)."
476
(2) If the governing body of any county creates an authority on behalf of any other public
477
body within the county, the resolution shall further state the name or names of the other public
478
bodies. A certified copy of the resolution creating the authority shall be delivered to the governing
479
body of the other public bodies. The governing bodies of each of the other public bodies shall
480
either approve or reject the creation of the authority, but if no action has been taken within 30 days
481
of delivery of the certified copy of the resolution to the governing body it shall be deemed rejected.
482
(3) Following the approval, rejection, or deemed rejection of the resolution by the
483
governing bodies of each of the public bodies listed in the initial resolution, the county shall then
484
amend the resolution to delete the public bodies rejecting the resolution and shall list the
485
participant members of the authority.
486
(4) The governing bodies of the participant members shall approve the articles of
487
incorporation and bylaws of the authority. Members of governing bodies of each of the participant
488
members, or a paid employee of the governing body designated by the member, shall be selected
489
to form and shall act as the board of trustees of the authority. The powers of the board of trustees
490
may be vested in an executive committee to be selected from among the board of trustees by the
491
members of the board of trustees. The articles of incorporation and bylaws shall provide that the
492
members of the board of trustees of the authority may be removed and replaced by the governing
493
body from which such member was selected at any time in its discretion. A majority of the
494
governing bodies of the participant members, based upon a percentage of the property taxes levied
495
for the year preceding the then current year, within the county may, alter or change the structure,
496
organization, programs, or activities of the financing authority, subject to the rights of the holders
497
of the authority's bonds and parties to its other obligations.
498
(5) Each financing authority may acquire by assignment the delinquent tax receivables of
499
the participant members creating the financing authority, in accordance with the procedures and
500
subject to the limitations of this chapter, in order to accomplish the public purposes for which the
501
participant members exist.
502
(6) Except as limited by Subsection (7), a financing authority may contract for or employ
503
all staff and other personnel necessary for the purpose of performing its functions and activities,
504
including contracting with the participant members within the county that created it to utilize any
505
of the personnel, property, or facilities of any of the participant members for that purpose. The
506
authority may be reimbursed for such costs by the participant member as provided in its articles
507
of incorporation or bylaws.
508
(7) (a) With respect to any county that creates a financing authority and which has an
509
elected attorney or treasurer, or both, the elected attorney shall be the legal advisor to and provide
510
all legal services for the authority, and the elected treasurer shall provide all accounting services
511
for the authority. The authority shall reimburse the county for legal and accounting services so
512
furnished by the county, based upon the actual cost of the services, including reasonable amounts
513
allocated by the county for overhead, employee fringe benefits, and general and administrative
514
expenses.
515
(b) The provisions of Subsection (7) may not prevent the financing authority from
516
obtaining the accounting or auditing services from outside accountants or auditors with the consent
517
of the elected treasurer and the governing bodies or from obtaining legal services from outside
518
attorneys with the consent of the elected attorney and the governing bodies. The provisions of this
519
subsection may not prevent the authority from obtaining the opinions of outside attorneys or
520
accountants which are necessary for the issuance of the bonds of the authority.
521
(c) If 50% or more of the governing bodies of the participant members, based upon
522
property taxes charged for the preceding year as a percentage of all of the property taxes charged
523
within the county for that year, find it advisable that the authority retain legal or accounting
524
services other than as described in Subsection (7)(a) they may direct the board of trustees to do so.
525
Section 8.
Section
11-32-8
is amended to read:
526
11-32-8. Dissolution of financing authority.
527
(1) The governing body of a county may at any time dissolve a financing authority created
528
by the county in the manner then provided in Title 16, Chapter [6] 6a, Utah Revised Nonprofit
529
Corporation [and Cooperative Association] Act, subject to the limitations of this chapter.
530
(2) A financing authority may not be dissolved unless all outstanding bonds and other
531
obligations of the authority are paid in full as to principal, interest, and redemption premiums, if
532
any, or unless provision for the payment of them when due has been made.
533
(3) Upon the dissolution of a financing authority all assets and moneys of the authority
534
remaining after a provision has been made for the payment of all outstanding bonds and
535
obligations of the authority shall be transferred to the participant members as described in Section
536
11-32-15
or as agreed upon between the county and the other participant members.
537
Section 9.
Section
16-6a-101
is enacted to read:
538
CHAPTER 6a. UTAH REVISED NONPROFIT CORPORATION ACT
539
Part 1. General Provisions
540
16-6a-101. Title.
541
This chapter is known as the "Utah Revised Nonprofit Corporation Act."
542
Section 10.
Section
16-6a-102
is enacted to read:
543
16-6a-102. Definitions.
544
As used in this chapter:
545
(1) (a) "Address" means a location where mail can be delivered by the United States Postal
546
Service.
547
(b) "Address" includes:
548
(i) a post office box number;
549
(ii) a rural free delivery route number; and
550
(iii) a street name and number.
551
(2) "Affiliate" means a person that directly or indirectly through one or more
552
intermediaries controls, or is controlled by, or is under common control with, the person specified.
553
(3) "Assumed corporate name" means the name assumed for use in this state:
554
(a) by a:
555
(i) foreign corporation pursuant to Section
16-10a-1506
; or
556
(ii) a foreign nonprofit corporation pursuant to Section
16-6a-1506
; and
557
(b) because the corporate name of the foreign corporation described in Subsection (3)(a)
558
is not available for use in this state.
559
(4) "Articles of incorporation" include:
560
(a) amended articles of incorporation;
561
(b) restated articles of incorporation;
562
(c) articles of merger; and
563
(d) a document of a similar import to the documents described in Subsection (4)(a) or (b).
564
(5) (a) Except as provided in Subsection (5)(b), "board of directors" means the body
565
authorized to manage the affairs of the domestic or foreign nonprofit corporation.
566
(b) Notwithstanding Subsection (5)(a), a person may not be considered the board of
567
directors because of powers delegated to that person pursuant to Subsection
16-6a-801
(2).
568
(6) (a) "Bylaws" means the one or more codes of rules, other than the articles of
569
incorporation, adopted pursuant to this chapter for the regulation or management of the affairs of
570
the domestic or foreign nonprofit corporation irrespective of the name or names by which the
571
codes of rules are designated.
572
(b) "Bylaws" includes:
573
(i) amended bylaws; and
574
(ii) restated bylaws.
575
(7) (a) "Cash" or "money" means:
576
(i) legal tender;
577
(ii) a negotiable instrument; or
578
(iii) other cash equivalent readily convertible into legal tender.
579
(b) "Cash" and "money" are used interchangeably in this chapter.
580
(8) (a) "Class" refers to a group of memberships that have the same rights with respect to
581
voting, dissolution, redemption, transfer, or other characteristics.
582
(b) For purposes of Subsection (8)(a), rights are considered the same if they are determined
583
by a formula applied uniformly to a group of memberships.
584
(9) (a) "Conspicuous" means so written that a reasonable person against whom the writing
585
is to operate should have noticed it.
586
(b) "Conspicuous" includes printing or typing in:
587
(i) italics;
588
(ii) boldface;
589
(iii) contrasting color;
590
(iv) capitals; or
591
(v) underlining.
592
(10) "Control" or a "controlling interest" means the direct or indirect possession of the
593
power to direct or cause the direction of the management and policies of an entity by:
594
(a) the ownership of voting shares;
595
(b) contract; or
596
(c) means other than those specified in Subsection (10)(a) or (b).
597
(11) "Cooperative nonprofit corporation" or "cooperative" means a nonprofit corporation
598
organized or existing under this chapter subject to Section
16-6a-207
.
599
(12) "Corporate name" means:
600
(a) the name of a domestic corporation as stated in the domestic corporation's articles of
601
incorporation;
602
(b) the name of a domestic nonprofit corporation as stated in the domestic nonprofit
603
corporation's articles of incorporation;
604
(c) the name of a foreign corporation as stated in the foreign corporation's:
605
(i) articles of incorporation; or
606
(ii) document of similar import to articles of incorporation; or
607
(d) the name of a foreign nonprofit corporation as stated in the foreign nonprofit
608
corporation's:
609
(i) articles of incorporation; or
610
(ii) document of similar import to articles of incorporation.
611
(13) "Corporation" or "domestic corporation" means a corporation for profit, which is not
612
a foreign corporation, incorporated under or subject to Chapter 10a, Utah Revised Business
613
Corporation Act.
614
(14) "Delegate" means any person elected or appointed to vote in a representative
615
assembly:
616
(a) for the election of a director; or
617
(b) on matters other than the election of a director.
618
(15) "Deliver" includes delivery by mail and any other means of transmission authorized
619
by Section
16-6a-103
, except that delivery to the division means actual receipt by the division.
620
(16) "Director" means a member of the board of directors.
621
(17) (a) "Distribution" means the payment of a dividend or any part of the income or profit
622
of a nonprofit corporation to the nonprofit corporation's:
623
(i) members;
624
(ii) directors; or
625
(iii) officers.
626
(b) "Distribution" does not include fair-value payments for:
627
(i) goods sold; or
628
(ii) services received.
629
(18) "Division" means the Division of Corporations and Commercial Code.
630
(19) "Effective date," when referring to a document filed by the division, means the time
631
and date determined in accordance with Section
16-6a-108
.
632
(20) "Effective date of notice" means the date notice is effective as provided in Section
633
16-6a-103
.
634
(21) (a) "Employee" includes an officer but not a director of a nonprofit corporation.
635
(b) Notwithstanding Subsection (21)(a), a director may accept duties that make that
636
director an employee of a nonprofit corporation.
637
(22) "Executive director" means the executive director of the Department of Commerce.
638
(23) "Entity" includes:
639
(a) a domestic or foreign corporation;
640
(b) a domestic or foreign nonprofit corporation;
641
(c) a limited liability company;
642
(d) a profit or nonprofit unincorporated association;
643
(e) a business trust;
644
(f) an estate;
645
(g) a partnership;
646
(h) a trust;
647
(i) two or more persons having a joint or common economic interest;
648
(j) a state;
649
(k) the United States; or
650
(l) a foreign government.
651
(24) "Foreign corporation" means a corporation for profit incorporated under a law other
652
than the laws of this state.
653
(25) "Foreign nonprofit corporation" means an entity:
654
(a) incorporated under a law other than the laws of this state; and
655
(b) that would be a nonprofit corporation if formed under the laws of this state.
656
(26) "Governmental subdivision" means:
657
(a) a county;
658
(b) a city;
659
(c) a town; or
660
(d) any other type of governmental subdivision authorized by the laws of this state.
661
(27) "Individual" means:
662
(a) a natural person;
663
(b) the estate of an incompetent individual; or
664
(c) the estate of a deceased individual.
665
(28) "Internal Revenue Code" means the federal "Internal Revenue Code of 1986," as
666
amended from time to time, or to corresponding provisions of subsequent internal revenue laws
667
of the United States of America.
668
(29) (a) "Mail," "mailed," or "mailing" means deposit, deposited, or depositing in the
669
United States mail, properly addressed, first class postage prepaid.
670
(b) "Mail," "mailed," or "mailing" includes registered or certified mail for which the proper
671
fee has been paid.
672
(30) (a) "Member" means one or more persons identified as a member of a domestic or
673
foreign nonprofit corporation in the articles of incorporation or bylaws of the nonprofit corporation
674
pursuant to a procedure set forth:
675
(i) in the articles of incorporation;
676
(ii) in the bylaws; or
677
(iii) by a resolution of the board of directors.
678
(b) "Member" includes "voting member."
679
(31) "Membership" refers to the rights and obligations of a member or members.
680
(32) "Nonprofit corporation" or "domestic nonprofit corporation" means an entity, which
681
is not a foreign nonprofit corporation, incorporated under or subject to the provisions of this
682
chapter.
683
(33) "Notice" is as provided in Section
16-6a-103
.
684
(34) "Principal office" means:
685
(a) the office, in or out of this state, designated by a domestic or foreign nonprofit
686
corporation as its principal office in the most recent document on file with the division providing
687
that information, including:
688
(i) an annual report;
689
(ii) an application for a certificate of authority; or
690
(iii) a notice of change of principal office; or
691
(b) if no principal office can be determined, a domestic or foreign nonprofit corporation's
692
registered office.
693
(35) "Proceeding" includes:
694
(a) a civil suit;
695
(b) arbitration;
696
(c) mediation;
697
(d) a criminal action;
698
(e) an administrative action; or
699
(f) an investigatory action.
700
(36) "Receive," when used in reference to receipt of a writing or other document by a
701
domestic or foreign nonprofit corporation, means the writing or other document is actually
702
received:
703
(a) by the domestic or foreign nonprofit corporation at:
704
(i) its registered office in this state; or
705
(ii) its principal office;
706
(b) by the secretary of the domestic or foreign nonprofit corporation, wherever the
707
secretary is found; or
708
(c) by any other person authorized by the bylaws or the board of directors to receive the
709
writing or other document, wherever that person is found.
710
(37) (a) "Record date" means the date established under Part 6 or 7 on which a nonprofit
711
corporation determines the identity of its members.
712
(b) The determination described in Subsection (37)(a) shall be made as of the close of
713
business on the record date unless another time for doing so is specified when the record date is
714
fixed.
715
(38) "Registered agent" means the registered agent of:
716
(a) a domestic nonprofit corporation required to be maintained pursuant to Subsection
717
16-6a-501
(1)(b); or
718
(b) a foreign nonprofit corporation required to be maintained pursuant to Subsection
719
16-6a-1508
(1)(b).
720
(39) "Registered office" means the office within this state designated by a domestic or
721
foreign nonprofit corporation as its registered office in the most recent document on file with the
722
division providing that information, including:
723
(a) articles of incorporation;
724
(b) an application for a certificate of authority; or
725
(c) a notice of change of registered office.
726
(40) "Related party to a director" means:
727
(a) the spouse of the director;
728
(b) a child of the director;
729
(c) a grandchild of the director;
730
(d) a sibling of the director;
731
(e) a parent of the director;
732
(f) the spouse of an individual described in Subsections (40)(b) through (e);
733
(g) an individual having the same home as the director;
734
(h) a trust or estate of which the director or any other individual specified in this
735
Subsection (40) is a substantial beneficiary; or
736
(i) any of the following of which the director is a fiduciary:
737
(i) a trust;
738
(ii) an estate;
739
(iii) an incompetent;
740
(iv) a conservatee; or
741
(v) a minor.
742
(41) "Secretary" means the corporate officer to whom the bylaws or the board of directors
743
has delegated responsibility under Subsection
16-6a-818
(3) for:
744
(a) the preparation and maintenance of:
745
(i) minutes of the meetings of:
746
(A) the board of directors; or
747
(B) the members; and
748
(ii) the other records and information required to be kept by the nonprofit corporation
749
pursuant to Section
16-6a-1601
; and
750
(b) authenticating records of the nonprofit corporation.
751
(42) "State," when referring to a part of the United States, includes:
752
(a) a state;
753
(b) a commonwealth;
754
(c) the District of Columbia;
755
(d) an agency or governmental and political subdivision of a state, commonwealth, or
756
District of Columbia;
757
(e) territory or insular possession of the United States; or
758
(f) an agency or governmental and political subdivision of a territory or insular possession
759
of the United States.
760
(43) "Street address" means:
761
(a) (i) street name and number;
762
(ii) city or town; and
763
(iii) United States post office zip code designation; or
764
(b) if, by reason of rural location or otherwise, a street name, number, city, or town does
765
not exist, an appropriate description other than that described in Subsection (43)(a) fixing as nearly
766
as possible the actual physical location but only if the information includes:
767
(i) the rural free delivery route;
768
(ii) the county; and
769
(iii) the United States post office zip code designation.
770
(44) "United States" includes any district, authority, office, bureau, commission,
771
department, and any other agency of the United States of America.
772
(45) "Vote" includes authorization by:
773
(a) written ballot; and
774
(b) written consent.
775
(46) (a) "Voting group" means all the members of one or more classes of members or
776
directors that, under this chapter, the articles of incorporation, or the bylaws, are entitled to vote
777
and be counted together collectively on a matter.
778
(b) All members or directors entitled by this chapter, the articles of incorporation, or the
779
bylaws to vote generally on a matter are for that purpose a single voting group.
780
(47) (a) "Voting member" means one or more persons who are entitled to vote for all
781
matters required or permitted under this chapter to be submitted to a vote of the members, except
782
as otherwise provided in the articles of incorporation or bylaws.
783
(b) A person is not a voting member solely because of:
784
(i) a right the person has as a delegate;
785
(ii) a right the person has to designate a director; or
786
(iii) a right the person has as a director.
787
Section 11.
Section
16-6a-103
is enacted to read:
788
16-6a-103. Notice.
789
(1) Notice given under this chapter shall be in writing unless oral notice is reasonable
790
under the circumstances.
791
(2) (a) Notice may be communicated:
792
(i) in person;
793
(ii) by telephone;
794
(iii) by any form of electronic communication; or
795
(iv) by mail or private carrier.
796
(b) If the forms of personal notice described in Subsection (2)(a) are impracticable, notice
797
may be communicated by:
798
(i) a newspaper of general circulation in the county or similar governmental subdivision
799
in which the corporation's principal or registered office is located; or
800
(ii) radio, television, or other form of public broadcast communication in the county or
801
similar governmental subdivision in which the corporation's principal or registered office is
802
located.
803
(3) Written notice to a domestic or foreign nonprofit corporation authorized to conduct
804
affairs in this state may be addressed to:
805
(a) its registered agent at its registered office; or
806
(b) the corporation's secretary at its principal office.
807
(4) (a) Written notice by a domestic or foreign nonprofit corporation to its members, is
808
effective as to each member when mailed, if:
809
(i) in a comprehensible form; and
810
(ii) addressed to the member's address shown in the domestic or foreign nonprofit
811
corporation's current record of members.
812
(b) If three successive notices given to a member pursuant to Subsection (5) have been
813
returned as undeliverable, further notices to that member are not necessary until another address
814
of the member is made known to the nonprofit corporation.
815
(5) Except as provided in Subsection (4), written notice, if in a comprehensible form, is
816
effective at the earliest of the following:
817
(a) when received;
818
(b) five days after it is mailed; or
819
(c) on the date shown on the return receipt if:
820
(i) sent by registered or certified mail;
821
(ii) sent return receipt requested; and
822
(iii) the receipt is signed by or on behalf of the addressee.
823
(6) Oral notice is effective when communicated if communicated in a comprehensible
824
manner.
825
(7) Notice by publication is effective on the date of first publication.
826
(8) A written notice or report delivered as part of a newsletter, magazine, or other
827
publication regularly sent to members shall constitute a written notice or report if:
828
(a) addressed or delivered to the member's address shown in the nonprofit corporation's
829
current list of members; or
830
(b) if two or more members are residents of the same household and have the same address
831
in the nonprofit corporation's current list of members, addressed or delivered to one of the
832
members at the address appearing on the current list of members.
833
(9) (a) If this chapter prescribes notice requirements for particular circumstances, the
834
notice requirements for the particular circumstances govern.
835
(b) If articles of incorporation or bylaws prescribe notice requirements not inconsistent
836
with this section or other provisions of this chapter, the notice requirements of the articles of
837
incorporation or bylaws govern.
838
Section 12.
Section
16-6a-104
is enacted to read:
839
16-6a-104. Powers of the division.
840
The division has the power reasonably necessary to perform the duties required of the
841
division under this chapter.
842
Section 13.
Section
16-6a-105
is enacted to read:
843
16-6a-105. Filing requirements.
844
(1) To be entitled to filing by the division, a document shall satisfy the requirements of:
845
(a) this section; and
846
(b) any other section of this chapter that adds to or varies the requirements of this section.
847
(2) This chapter shall require or permit filing the document with the division.
848
(3) (a) A document shall contain the information required by this chapter.
849
(b) In addition to the document information required by this chapter, it may contain other
850
information.
851
(4) A document shall be:
852
(a) typewritten; or
853
(b) machine printed.
854
(5) (a) A document shall be in the English language.
855
(b) A corporate name need not be in English if written in:
856
(i) English letters; or
857
(ii) Arabic or Roman numerals.
858
(c) Notwithstanding Subsection (5)(a), a certificate of existence required of a foreign
859
nonprofit corporation need not be in English if accompanied by a reasonably authenticated English
860
translation.
861
(6) (a) A document shall be:
862
(i) executed by a person in Subsection (6)(b); or
863
(ii) a true copy made by photographic, xerographic, electronic, or other process that
864
provides similar copy accuracy of a document that has been executed by a person listed in
865
Subsection (6)(b).
866
(b) A document shall be executed by:
867
(i) the chair of the board of directors of a domestic or foreign nonprofit corporation;
868
(ii) all of the directors of a domestic or foreign nonprofit corporation;
869
(iii) an officer of the domestic or foreign nonprofit corporation;
870
(iv) if directors have not been selected or the domestic or foreign nonprofit corporation has
871
not been formed, an incorporator;
872
(v) if the domestic or foreign nonprofit corporation is in the hands of a receiver, trustee,
873
or other court-appointed fiduciary, that receiver, trustee, or court-appointed fiduciary; or
874
(vi) if the document is that of a registered agent:
875
(A) the registered agent, if the person is an individual; or
876
(B) a person authorized by the registered agent to execute the document, if the registered
877
agent is an entity.
878
(7) A document shall state beneath or opposite the signature of the person executing the
879
document:
880
(a) the signer's name; and
881
(b) the capacity in which the document is signed.
882
(8) A document may contain:
883
(a) the corporate seal;
884
(b) an attestation by the secretary or an assistant secretary; or
885
(c) an acknowledgment, verification, or proof.
886
(9) The signature of each person signing a document, whether or not the document
887
contains an acknowledgment, verification, or proof permitted by Subsection (8), shall constitute
888
the affirmation or acknowledgment of the person, under penalties of perjury, that:
889
(a) the document is:
890
(i) the person's act and deed; or
891
(ii) the act and deed of the entity on behalf of which the document is executed; and
892
(b) the facts stated in the document are true.
893
(10) If the division has prescribed a mandatory form or cover sheet for the document under
894
Section
16-6a-106
, a document shall be:
895
(a) in or on the prescribed form; or
896
(b) have the required cover sheet.
897
(11) A document shall be:
898
(a) delivered to the division for filing; and
899
(b) accompanied by:
900
(i) one exact or conformed copy, except as provided in Sections
16-6a-503
and
901
16-6a-1510
;
902
(ii) the correct filing fee; and
903
(iii) any franchise tax, license fee, or penalty required by this chapter or other law.
904
(12) Except with respect to filings pursuant to Section
16-6a-503
or
16-6a-1510
, a
905
document shall state, or be accompanied by a writing stating, the address to which the division may
906
send a copy upon completion of the filing.
907
Section 14.
Section
16-6a-106
is enacted to read:
908
16-6a-106. Forms.
909
(1) (a) The division may prescribe forms or cover sheets for documents required or
910
permitted to be filed by this chapter.
911
(b) If the division prescribes a form or cover sheet pursuant to Subsection (1)(a), the
912
division shall provide the form or cover sheet on request.
913
(2) Notwithstanding Subsection (1):
914
(a) the use of a form or cover sheet is not mandatory unless the division specifically
915
requires the use of the form or cover sheet; and
916
(b) a requirement that a form or cover sheet be used may not:
917
(i) preclude in any way the inclusion in any document of any item that is not prohibited to
918
be included by this chapter; or
919
(ii) require the inclusion with the filed document of any item that is not otherwise required
920
by this chapter.
921
Section 15.
Section
16-6a-107
is enacted to read:
922
16-6a-107. Fees.
923
(1) Unless otherwise provided by statute, the division shall charge and collect a fee for
924
services established by the division in accordance with Section
63-38-3.2
including fees:
925
(a) for furnishing a certified copy of any document, instrument, or paper relating to a
926
domestic or foreign nonprofit corporation; and
927
(b) for the certificate and affixing the seal to a certified copy described in Subsection
928
(1)(a).
929
(2) (a) The division shall provide expedited, 24-hour processing of any item under this
930
section upon request.
931
(b) The division shall charge and collect additional fees established by the division in
932
accordance with Section
63-38-3.2
for expedited service provided under Subsection (2)(a).
933
(3) (a) The division shall charge and collect a fee determined by the division in accordance
934
with Section
63-38-3.2
at the time of any service of process on the director of the division as
935
resident agent of a corporation.
936
(b) The fee paid under Subsection (3)(a) may be recovered as taxable costs by the party
937
to the suit or action causing the service to be made if the party prevails in the suit or action.
938
Section 16.
Section
16-6a-108
is enacted to read:
939
16-6a-108. Effective time and date of filed documents.
940
(1) (a) Except as provided in Subsection (2) and Subsection
16-6a-109
(4), a document
941
submitted to the division for filing under this chapter is effective:
942
(i) at the time of filing; and
943
(ii) on the date it is filed.
944
(b) The division's endorsement on the document as described in Subsection
16-6a-110
(2)
945
is evidence of the time and date of filing.
946
(2) (a) Unless otherwise provided in this chapter, a document, other than an application
947
for a reserved or registered name, may specify conspicuously on its face:
948
(i) a delayed effective time;
949
(ii) a delayed effective date; or
950
(iii) both a delayed effective time and date.
951
(b) If in accordance with Subsection (2)(a), a delayed time, date, or both, is specified, the
952
document becomes effective as provided in this Subsection (2).
953
(c) If both a delayed effective time and date are specified, the document becomes effective
954
as specified.
955
(d) If a delayed effective time but no date is specified, the document is effective on the
956
date it is filed, as that date is specified in the division's time and date endorsement on the
957
document, at the later of:
958
(i) the time specified on the document as its effective time; or
959
(ii) the time specified in the time and date endorsement.
960
(e) If a delayed effective date but no time is specified, the document is effective at the
961
close of business on the date specified as the delayed effective date.
962
(f) Notwithstanding the other provisions of this Subsection (2), a delayed effective date
963
for a document may not be later than 90 days after the date the document is filed. If a document
964
specifies a delayed effective date that is more than 90 days after the date the document is filed, the
965
document is effective 90 days after the day the document is filed.
966
(3) If a document specifies a delayed effective date pursuant to Subsection (2), the
967
document may be prevented from becoming effective by the same domestic or foreign nonprofit
968
corporation that originally submitted the document for filing delivering to the division, prior to the
969
specified effective date of the document, a certificate of withdrawal:
970
(a) executed:
971
(i) on behalf of the same domestic or foreign nonprofit corporation that originally
972
submitted the document for filing; and
973
(ii) in the same manner as the document being withdrawn;
974
(b) stating that:
975
(i) the document has been revoked by:
976
(A) appropriate corporate action; or
977
(B) court order or decree pursuant to Section
16-6a-1007
; and
978
(ii) the document is void; and
979
(c) if a court order or decree pursuant to Section
16-6a-1007
revokes the document, the
980
court order or decree was entered by a court having jurisdiction of the proceeding for the
981
reorganization of the nonprofit corporation under a specified statute of the United States.
982
Section 17.
Section
16-6a-109
is enacted to read:
983
16-6a-109. Correcting filed documents.
984
(1) A domestic or foreign nonprofit corporation may correct a document filed with the
985
division if the document:
986
(a) contains an incorrect statement; or
987
(b) was defectively executed, attested, sealed, verified, or acknowledged.
988
(2) A document is corrected by delivering to the division for filing articles of correction
989
that:
990
(a) (i) describe the document, including its filing date; or
991
(ii) have attached a copy of the document;
992
(b) specify:
993
(i) (A) the incorrect statement; and
994
(B) the reason it is incorrect; or
995
(ii) the manner in which the execution, attestation, sealing, verification, or
996
acknowledgment was defective; and
997
(c) correct:
998
(i) the incorrect statement; or
999
(ii) defective execution, attestation, sealing, verification, or acknowledgment.
1000
(3) Articles of correction may be executed by any person:
1001
(a) designated in Subsection
16-6a-105
(6); or
1002
(b) who executed the document that is corrected.
1003
(4) (a) Articles of correction are effective on the effective date of the document they
1004
correct except as to a person:
1005
(i) relying on the uncorrected document; and
1006
(ii) adversely affected by the correction.
1007
(b) As to a person described in Subsection (4)(a), the articles of correction are effective
1008
when filed.
1009
Section 18.
Section
16-6a-110
is enacted to read:
1010
16-6a-110. Filing duty of division.
1011
(1) If a document delivered to the division for filing satisfies the requirements of Section
1012
16-6a-105
, the division shall file the document.
1013
(2) (a) The division files a document by stamping or otherwise endorsing "Filed" together
1014
with the name of the division and the date and time of acceptance for filing on both the document
1015
and the accompanying copy.
1016
(b) After filing a document, except as provided in Sections
16-6a-503
,
16-6a-1510
, and
1017
16-6a-1608
, the division shall deliver the accompanying copy, with the receipt for any filing fees:
1018
(i) (A) to the domestic or foreign nonprofit corporation for which the filing is made; or
1019
(B) to the representative of the domestic or foreign nonprofit corporation for which the
1020
filing is made; and
1021
(ii) at the address:
1022
(A) indicated on the filing; or
1023
(B) that the division determines to be appropriate.
1024
(3) (a) If the division refuses to file a document, the division within ten days after the day
1025
the document is delivered to the division shall return to the person requesting the filing:
1026
(i) the document; and
1027
(ii) a written notice providing a brief explanation of the reason for the refusal to file.
1028
(4) (a) The division's duty to file a document under this section is ministerial.
1029
(b) Except as otherwise specifically provided in this chapter, the division's filing or refusal
1030
to file a document does not:
1031
(i) affect the validity or invalidity of the document in whole or in part;
1032
(ii) relate to the correctness or incorrectness of information contained in the document; or
1033
(iii) create a presumption that:
1034
(A) the document is valid or invalid; or
1035
(B) information contained in the document is correct or incorrect.
1036
Section 19.
Section
16-6a-111
is enacted to read:
1037
16-6a-111. Appeal from division's refusal to file document.
1038
If the division refuses to file a document delivered to it for filing, in accordance with Title
1039
63, Chapter 46b, Administrative Procedures Act, the following may appeal the refusal to the
1040
executive director:
1041
(1) the domestic or foreign nonprofit corporation for which the filing was requested; or
1042
(2) the representative of the domestic or foreign nonprofit corporation for which filing was
1043
requested.
1044
Section 20.
Section
16-6a-112
is enacted to read:
1045
16-6a-112. Evidentiary effect of copy of filed document.
1046
One or more of the following is conclusive evidence that the original document has been
1047
filed with the division:
1048
(1) a certificate attached to a copy of a document filed by the division; or
1049
(2) an endorsement, seal, or stamp placed on the copy by the division.
1050
Section 21.
Section
16-6a-113
is enacted to read:
1051
16-6a-113. Certificates issued by the division.
1052
(1) Any person may apply to the division for:
1053
(a) a certificate of existence for a domestic nonprofit corporation;
1054
(b) a certificate of authorization for a foreign nonprofit corporation; or
1055
(c) a certificate that sets forth any facts of record in the division.
1056
(2) A certificate of existence or certificate of authorization sets forth:
1057
(a) (i) the domestic nonprofit corporation's corporate name; or
1058
(ii) the foreign nonprofit corporation's corporate name registered in this state;
1059
(b) that:
1060
(i) (A) (I) the domestic nonprofit corporation is incorporated under the law of this state;
1061
and
1062
(II) the date of its incorporation; or
1063
(B) the foreign nonprofit corporation is authorized to conduct affairs in this state;
1064
(c) that all fees, taxes, and penalties owed to this state have been paid, if:
1065
(i) payment is reflected in the records of the division; and
1066
(ii) nonpayment affects the existence or authorization of the domestic or foreign nonprofit
1067
corporation;
1068
(d) that the domestic or foreign nonprofit corporation's most recent annual report required
1069
by Section
16-6a-1607
has been filed by the division;
1070
(e) that articles of dissolution have not been filed by the division; and
1071
(f) other facts of record in the division that may be requested by the applicant.
1072
(3) Subject to any qualification stated in the certificate, a certificate issued by the division
1073
may be relied upon as conclusive evidence of the facts set forth in the certificate.
1074
Section 22.
Section
16-6a-114
is enacted to read:
1075
16-6a-114. Penalty for signing false documents.
1076
(1) It is unlawful for a person to sign a document:
1077
(a) knowing it to be false in any material respect; and
1078
(b) with intent that the document be delivered to the division for filing.
1079
(2) An offense under this section is a class A misdemeanor punishable by a fine not to
1080
exceed the fine specified in Section
76-3-301
.
1081
Section 23.
Section
16-6a-115
is enacted to read:
1082
16-6a-115. Liability to third parties.
1083
The directors, officers, employees, and members of a nonprofit corporation are not,
1084
personally liable in their capacity as directors, officers, employees, and members for the acts,
1085
debts, liabilities, or obligations of a nonprofit corporation.
1086
Section 24.
Section
16-6a-116
is enacted to read:
1087
16-6a-116. Private foundations.
1088
Except as otherwise specified in the articles of incorporation, a nonprofit corporation that
1089
is a private foundation as defined in Section 509(a), Internal Revenue Code:
1090
(1) shall make distributions for each taxable year at the time and in the manner as not to
1091
subject the nonprofit corporation to tax under Section 4942, Internal Revenue Code;
1092
(2) may not engage in any act of self-dealing as defined in Section 4941(d), Internal
1093
Revenue Code;
1094
(3) may not retain any excess business holdings as defined in Section 4943(c), Internal
1095
Revenue Code;
1096
(4) may not make any investments that would subject the nonprofit corporation to taxation
1097
under Section 4944, Internal Revenue Code; and
1098
(5) may not make any taxable expenditures as defined in Section 4945(d), Internal
1099
Revenue Code.
1100
Section 25.
Section
16-6a-117
is enacted to read:
1101
16-6a-117. Judicial relief.
1102
(1) (a) A director, officer, delegate, or member may petition the applicable district court
1103
to take an action provided in Subsection (1)(b) if for any reason it is impractical or impossible for
1104
a nonprofit corporation in the manner prescribed by this chapter, its articles of incorporation, or
1105
bylaws to:
1106
(i) call or conduct a meeting of its members, delegates, or directors; or
1107
(ii) otherwise obtain the consent of its members, delegates, or directors.
1108
(b) If a petition is filed under Subsection (1)(a) the applicable district court, in the manner
1109
it finds fair and equitable under the circumstances, may order that:
1110
(i) a meeting be called; or
1111
(ii) a written consent or other form of obtaining the vote of members, delegates, or
1112
directors be authorized.
1113
(c) For purposes of this section, the applicable district court is:
1114
(i) the district court of the county in this state where the nonprofit corporation's principal
1115
office is located; or
1116
(ii) if the nonprofit corporation has no principal office in this state:
1117
(A) the district court of the county in which the registered office is located; or
1118
(B) if the nonprofit corporation has no registered office in this state, the district court in
1119
and for Salt Lake County.
1120
(2) (a) A court specified in Subsection (1) shall, in an order issued pursuant to this section,
1121
provide for a method of notice reasonably designed to give actual notice to all persons who would
1122
be entitled to notice of a meeting held pursuant to this chapter, the articles of incorporation, or
1123
bylaws.
1124
(b) The method of notice described in Subsection (1) complies with this section whether
1125
or not the method of notice:
1126
(i) results in actual notice to all persons described in Subsection (2)(a); or
1127
(ii) conforms to the notice requirements that would otherwise apply.
1128
(c) In a proceeding under this section, the court may determine who are the members or
1129
directors of a nonprofit corporation.
1130
(3) An order issued pursuant to this section may dispense with any requirement relating
1131
to the holding of or voting at meetings or obtaining votes that would otherwise be imposed by this
1132
chapter, the articles of incorporation, or bylaws, including any requirement as to:
1133
(a) quorums; or
1134
(b) the number or percentage of votes needed for approval.
1135
(4) (a) Whenever practical, any order issued pursuant to this section shall limit the subject
1136
matter of a meeting or other form of consent authorized to items the resolution of which will or
1137
may enable the nonprofit corporation to continue managing its affairs without further resort to this
1138
section, including amendments to the articles of incorporation or bylaws.
1139
(b) Notwithstanding Subsection (4)(a), an order under this section may authorize the
1140
obtaining of whatever votes and approvals are necessary for the dissolution, merger, or sale of
1141
assets of a nonprofit corporation.
1142
(5) A meeting or other method of obtaining the vote of members, delegates, or directors
1143
conducted pursuant to and that complies with an order issued under this section:
1144
(a) is for all purposes a valid meeting or vote, as the case may be; and
1145
(b) shall have the same force and effect as if it complied with every requirement imposed
1146
by this chapter, the articles of incorporation, or bylaws.
1147
(6) In addition to a meeting held under this section, a court ordered meeting may be held
1148
pursuant to Section
16-6a-703
.
1149
Section 26.
Section
16-6a-118
is enacted to read:
1150
16-6a-118. Electronic documents.
1151
(1) Notwithstanding the other requirements of this chapter except subject to Section
1152
16-6a-106
, the division may by rule permit a writing required or permitted to be filed with the
1153
division under this chapter:
1154
(a) to be delivered, mailed, or filed:
1155
(i) in an electronic medium; or
1156
(ii) by electronic transmission; or
1157
(b) to be signed by photographic, electronic, or other means prescribed by rule, except that
1158
a writing signed in an electronic medium shall be signed by digital signature in accordance with
1159
Title 46, Chapter 3, Utah Digital Signature Act.
1160
(2) The division may by rule provide for any writing required or permitted to be prepared,
1161
delivered, or mailed by the division under this chapter to be prepared, delivered, or mailed:
1162
(a) in an electronic medium; or
1163
(b) by electronic transmission.
1164
Section 27.
Section
16-6a-201
is enacted to read:
1165
Part 2. Incorporation
1166
16-6a-201. Incorporators.
1167
(1) One or more persons may act as incorporators of a nonprofit corporation by delivering
1168
to the division for filing articles of incorporation meeting the requirements of Section
16-6a-202
.
1169
(2) An incorporator who is a natural person shall be 18 years of age or older.
1170
Section 28.
Section
16-6a-202
is enacted to read:
1171
16-6a-202. Articles of incorporation.
1172
(1) The articles of incorporation shall set forth:
1173
(a) one or more purposes for which the nonprofit corporation is organized;
1174
(b) a corporate name for the nonprofit corporation that satisfies the requirements of Section
1175
16-6a-401
;
1176
(c) the street address of the nonprofit corporation's initial registered office;
1177
(d) the name and signature of its initial registered agent at the office listed in Subsection
1178
(1)(c), which registered agent shall meet the requirements of Section
16-6a-501
;
1179
(e) the name and address of each incorporator;
1180
(f) whether or not the nonprofit corporation will have voting members;
1181
(g) if the nonprofit corporation is to issue shares of stock evidencing membership in the
1182
nonprofit corporation or interests in water or other property rights:
1183
(i) the aggregate number of shares that the nonprofit corporation has authority to issue; and
1184
(ii) if the shares are to be divided into classes:
1185
(A) the number of shares of each class;
1186
(B) the designation of each class; and
1187
(C) a statement of the preferences, limitations, and relative rights of the shares of each
1188
class; and
1189
(h) provisions not inconsistent with law regarding the distribution of assets on dissolution.
1190
(2) The articles of incorporation may but need not set forth:
1191
(a) the names and addresses of the one or more individuals who are to serve as the initial
1192
directors;
1193
(b) provisions not inconsistent with law regarding:
1194
(i) managing the business and regulating the affairs of the nonprofit corporation;
1195
(ii) defining, limiting, and regulating the powers of:
1196
(A) the nonprofit corporation;
1197
(B) the board of directors of the nonprofit corporation; and
1198
(C) the members of the nonprofit corporation or any class of members;
1199
(iii) whether cumulative voting will be permitted; and
1200
(iv) the characteristics, qualifications, rights, limitations, and obligations attaching to each
1201
or any class of members; and
1202
(c) any provision that under this chapter is permitted to be in the articles of incorporation
1203
or required or permitted to be set forth in the bylaws, including elective provisions that in
1204
accordance with this chapter shall be included in the articles of incorporation to be effective.
1205
(3) (a) It is sufficient under Subsection (1)(a) to state, either alone or with other purposes,
1206
that the purpose of the corporation is to engage in any lawful act for which a nonprofit corporation
1207
may be organized under this chapter.
1208
(b) If the articles of incorporation include the statement described in Subsection (3)(a) all
1209
lawful acts and activities shall be within the purposes of the nonprofit corporation, except for
1210
express limitations, if any.
1211
(4) The articles of incorporation need not set forth any corporate power enumerated in this
1212
chapter.
1213
(5) The articles of incorporation shall:
1214
(a) be signed by each incorporator; and
1215
(b) meet the filing requirements of Section
16-6a-105
.
1216
(6) The appointment of the registered agent shall be signed by the registered agent on:
1217
(a) the articles of incorporation; or
1218
(b) an acknowledgment attached to the articles of incorporation.
1219
(7) (a) If this chapter conditions any matter upon the presence of a provision in the bylaws,
1220
the condition is satisfied if the provision is present either:
1221
(i) in the articles of incorporation; or
1222
(ii) the bylaws.
1223
(b) If this chapter conditions any matter upon the absence of a provision in the bylaws, the
1224
condition is satisfied only if the provision is absent from both:
1225
(i) the articles of incorporation; and
1226
(ii) the bylaws.
1227
Section 29.
Section
16-6a-203
is enacted to read:
1228
16-6a-203. Incorporation.
1229
(1) A nonprofit corporation is incorporated, and its corporate existence begins:
1230
(a) when the articles of incorporation are filed by the division; or
1231
(b) if a delayed effective date is specified pursuant to Subsection
16-6a-108
(2), on the
1232
delayed effective date, unless a certificate of withdrawal is filed prior to the delayed effective date.
1233
(2) The filing of the articles of incorporation by the division is conclusive proof that all
1234
conditions precedent to incorporation have been satisfied, except in a proceeding by the state to:
1235
(a) cancel or revoke the incorporation; or
1236
(b) involuntarily dissolve the nonprofit corporation.
1237
Section 30.
Section
16-6a-204
is enacted to read:
1238
16-6a-204. Liability for preincorporation transactions.
1239
All persons purporting to act as or on behalf of a nonprofit corporation, knowing there is
1240
no incorporation under this chapter, are jointly and severally liable for all liabilities created while
1241
so acting.
1242
Section 31.
Section
16-6a-205
is enacted to read:
1243
16-6a-205. Organization of the corporation.
1244
(1) After incorporation:
1245
(a) if initial directors are named in the articles of incorporation, the initial directors may
1246
hold an organizational meeting, at the call of a majority of the initial directors, to complete the
1247
organization of the nonprofit corporation by:
1248
(i) appointing officers;
1249
(ii) adopting bylaws, if desired; and
1250
(iii) carrying on any other business brought before the meeting; or
1251
(b) if initial directors are not named in the articles of incorporation, until directors are
1252
elected, the incorporators may hold an organizational meeting at the call of a majority of the
1253
incorporators to do whatever is necessary and proper to complete the organization of the nonprofit
1254
corporation, including:
1255
(i) the election of directors and officers;
1256
(ii) the appointment of members; and
1257
(iii) the adoption and amendment of bylaws.
1258
(2) Action required or permitted by this chapter to be taken by incorporators at an
1259
organizational meeting may be taken without a meeting if the action taken is evidenced by one or
1260
more written consents that:
1261
(a) describe the action taken; and
1262
(b) are signed by each incorporator.
1263
(3) An organizational meeting may be held in or out of this state.
1264
Section 32.
Section
16-6a-206
is enacted to read:
1265
16-6a-206. Bylaws.
1266
(1) (a) The board of directors of a nonprofit corporation may adopt initial bylaws for the
1267
nonprofit corporation.
1268
(b) If no directors of the nonprofit corporation have been elected, the incorporators may
1269
adopt initial bylaws for the nonprofit corporation.
1270
(c) If neither the incorporators nor the board of directors have adopted initial bylaws, the
1271
members, if any, may adopt initial bylaws.
1272
(2) The bylaws of a nonprofit corporation may contain any provision for managing the
1273
business and regulating the affairs of the nonprofit corporation that is not inconsistent with law or
1274
the articles of incorporation, including management and regulation of the nonprofit corporation
1275
in the event of an emergency.
1276
Section 33.
Section
16-6a-207
is enacted to read:
1277
16-6a-207. Incorporation of co-operative association.
1278
(1) (a) If a co-operative association meets the requirements of Subsection (1)(b), it may:
1279
(i) be incorporated under this chapter; and
1280
(ii) use the word "co-operative" as part of its corporate or business name.
1281
(b) A co-operative association described in Subsection (1)(a):
1282
(i) may not be:
1283
(A) an association subject to the insurance or credit union laws of this state;
1284
(B) a health insurance purchasing association as defined in Section
31A-34-103
; or
1285
(C) a health insurance purchasing alliance licensed under Title 31A, Chapter 34, Voluntary
1286
Health Insurance Purchasing Alliance Act; and
1287
(ii) shall state in its articles of incorporation that:
1288
(A) a member may not have more than one vote regardless of the number or amount of
1289
stock or membership capital owned by the member unless voting is based in whole or in part on
1290
the volume of patronage of the member with the co-operative association; and
1291
(B) savings in excess of dividends and additions to reserves and surplus shall be
1292
distributed or allocated to members or patrons on the basis of patronage.
1293
(2) (a) Any co-operative association incorporated in accordance with Subsection (1):
1294
(i) shall have all the rights and be subject to the limitations provided in Section
3-1-11
; and
1295
(ii) may pay dividends on its stock, if it has stock, subject to the limitations of Section
1296
3-1-11
.
1297
(b) The articles of incorporation or the bylaws of a co-operative association incorporated
1298
in accordance with Subsection (1) may provide for:
1299
(i) the establishment and alteration of voting districts;
1300
(ii) the election of delegates to represent:
1301
(A) the districts described in Subsection (2)(b)(i); and
1302
(B) the members of the districts described in Subsection (2)(b)(i);
1303
(iii) the establishment and alteration of director districts; and
1304
(iv) the election of directors to represent the districts described in Subsection (2)(b)(ii)
1305
by:
1306
(A) the members of the districts; or
1307
(B) delegates elected by the members.
1308
(3) (a) A corporation organized under Title 3, Chapter 1, Uniform Agricultural
1309
Co-operative Association Act, may convert itself into a co-operative association subject to this
1310
chapter by adopting appropriate amendments to its articles of incorporation by which:
1311
(i) it elects to become subject to this chapter; and
1312
(ii) makes changes in its articles of incorporation that are:
1313
(A) required by this chapter; and
1314
(B) any other changes permitted by this chapter.
1315
(b) The amendments described in Subsection (3)(a) shall be adopted and filed in the
1316
manner provided by the law then applicable to the co-operative nonprofit corporation.
1317
(4) Notwithstanding Subsection (1), a health insurance purchasing association may not use
1318
the word "co-operative" or "alliance" but may use the word "association."
1319
(5) Except as otherwise provided in this Section
16-6a-207
, a co-operative nonprofit
1320
corporation shall be subject to this chapter.
1321
Section 34.
Section
16-6a-301
is enacted to read:
1322
Part 3. Purposes And Powers
1323
16-6a-301. Purposes.
1324
(1) Every nonprofit corporation incorporated under this chapter that in its articles of
1325
incorporation has a statement meeting the requirements of Subsection
16-6a-202
(3)(a) may engage
1326
in any lawful activity except for express limitations set forth in the articles of incorporation.
1327
(2) (a) A nonprofit corporation engaging in an activity that is subject to regulation under
1328
another statute of this state may incorporate under this chapter only if permitted by, and subject
1329
to all limitations of, the other statute.
1330
(b) Without limiting Subsection (2)(a) and subject to Subsection (2)(c), an organization
1331
may not be organized under this chapter if the organization is subject to the:
1332
(i) insurance laws of this state; or
1333
(ii) laws governing depository institutions as defined in Section
7-1-103
.
1334
(c) Notwithstanding Subsection (2)(b), the following may be organized under this
1335
chapter:
1336
(i) a health insurance purchasing association as defined in Section
31A-34-103
; and
1337
(ii) a health insurance purchasing alliance licensed under Title 31A, Chapter 34, Voluntary
1338
Health Insurance Purchasing Alliance Act.
1339
Section 35.
Section
16-6a-302
is enacted to read:
1340
16-6a-302. General powers.
1341
Unless its articles of incorporation provide otherwise, and except as restricted by the Utah
1342
Constitution, every nonprofit corporation has:
1343
(1) perpetual duration and succession in its corporate name; and
1344
(2) the same powers as an individual to do all things necessary or convenient to carry out
1345
its permitted activities and affairs, including without limitation the power to:
1346
(a) sue and be sued, complain and defend in its corporate name;
1347
(b) (i) have a corporate seal, that may be altered at will; and
1348
(ii) use the corporate seal, or a facsimile of the corporate seal, by impressing or affixing
1349
it or in any other manner reproducing it;
1350
(c) make and amend bylaws, not inconsistent with its articles of incorporation or with the
1351
laws of this state, for managing and regulating the affairs of the nonprofit corporation;
1352
(d) purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and
1353
otherwise deal with, real or personal property, or any legal or equitable interest in property,
1354
wherever located;
1355
(e) sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part
1356
of its property and assets;
1357
(f) purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell,
1358
mortgage, lend, pledge, or otherwise dispose of, and deal in and with shares or other interests in,
1359
or obligations of, any other entity;
1360
(g) make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds,
1361
and other obligations and secure any of its obligations by mortgage or pledge of any of its property,
1362
assets, franchises, or income;
1363
(h) lend money, invest and reinvest its funds, and receive and hold real and personal
1364
property as security for repayment, except that a nonprofit corporation may not lend money to or
1365
guarantee the obligation of a director or officer of the nonprofit corporation;
1366
(i) be an agent, associate, fiduciary, manager, member, partner, promoter, or trustee of, or
1367
to hold any similar position with, any entity;
1368
(j) conduct its business, locate offices, and exercise the powers granted by this chapter
1369
within or without this state;
1370
(k) (i) elect directors and appoint officers, employees, and agents of the nonprofit
1371
corporation;
1372
(ii) define the duties of the directors, officers, employees, and agents; and
1373
(iii) fix the compensation of the directors, officers, employees, and agents;
1374
(l) pay compensation in a reasonable amount to its directors, officers, or members for
1375
services rendered, including:
1376
(i) payment of advances for expenses reasonably expected to be incurred; and
1377
(ii) expenses relating to relocation of directors, officers, or employees of a nonprofit
1378
corporation;
1379
(m) pay pensions and establish pension plans, pension trusts, profit sharing plans, share
1380
bonus plans, share option plans, and benefit or incentive plans for any or all of its current or former
1381
directors, officers, employees, and agents;
1382
(n) make contributions to or for any person for:
1383
(i) the public welfare;
1384
(ii) charitable, religious, scientific, or educational purposes; or
1385
(iii) for other purposes that further the corporate interest;
1386
(o) pursue any lawful activity that will aid governmental policy;
1387
(p) make payments or do any other act, not inconsistent with law, that furthers the business
1388
and affairs of the nonprofit corporation;
1389
(q) establish rules governing the conduct of the business and affairs of the nonprofit
1390
corporation in the event of an emergency;
1391
(r) impose dues, assessments, admission fees, and transfer fees upon its members;
1392
(s) (i) establish conditions for admission of members;
1393
(ii) admit members; and
1394
(iii) issue or transfer membership;
1395
(t) carry on a business;
1396
(u) indemnify current or former directors, officers, employees, fiduciaries, or agents as
1397
provided in this chapter;
1398
(v) limit the liability of its directors as provided in Subsection
16-6a-823
(1);
1399
(w) cease its corporate activities and dissolve; and
1400
(x) issue certificates or stock evidencing:
1401
(i) membership in the nonprofit corporation; or
1402
(ii) interests in water or other property rights.
1403
Section 36.
Section
16-6a-303
is enacted to read:
1404
16-6a-303. Emergency powers.
1405
(1) In anticipation of or during an emergency defined in Subsection (4), the board of
1406
directors may:
1407
(a) modify lines of succession to accommodate the incapacity of any director, officer,
1408
employee, or agent;
1409
(b) adopt bylaws to be effective only in an emergency; and
1410
(c) (i) relocate the principal office;
1411
(ii) designate an alternative principal office or regional office; or
1412
(iii) authorize officers to relocate or designate an alternative principal office or regional
1413
office.
1414
(2) During an emergency as defined in Subsection (4), unless emergency bylaws provide
1415
otherwise:
1416
(a) notice of a meeting of the board of directors:
1417
(i) need be given only to those directors whom it is practicable to reach; and
1418
(ii) may be given in any practicable manner, including by publication or radio; and
1419
(b) the officers of the nonprofit corporation present at a meeting of the board of directors
1420
may be considered to be directors for the meeting, in order of rank and within the same rank in
1421
order of seniority, as necessary to achieve a quorum.
1422
(3) Corporate action taken in good faith during an emergency under this section to further
1423
the ordinary business affairs of the nonprofit corporation:
1424
(a) binds the nonprofit corporation; and
1425
(b) may not be the basis for the imposition of liability on any director, officer, employee,
1426
or agent of the nonprofit corporation on the ground that the action was not an authorized corporate
1427
action.
1428
(4) An emergency exists for purposes of this section if a quorum of the directors cannot
1429
readily be obtained because of a catastrophic event.
1430
Section 37.
Section
16-6a-304
is enacted to read:
1431
16-6a-304. Ultra vires.
1432
(1) Except as provided in Subsection (2), the validity of corporate action may not be
1433
challenged on the ground that the nonprofit corporation lacks or lacked power to act.
1434
(2) A nonprofit corporation's power to act may be challenged:
1435
(a) in a proceeding against the nonprofit corporation to enjoin the act brought by:
1436
(i) a director; or
1437
(ii) one or more voting members in a derivative proceeding;
1438
(b) in a proceeding by or in the right of the nonprofit corporation, whether directly,
1439
derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or
1440
former director, officer, employee, or agent of the nonprofit corporation; or
1441
(c) in a proceeding by the attorney general under Section
16-6a-1414
.
1442
(3) In a proceeding under Subsection (2)(a) to enjoin an unauthorized corporate act, the
1443
court may:
1444
(a) enjoin or set aside the act, if:
1445
(i) it would be equitable to do so; and
1446
(ii) all affected persons are parties to the proceeding; and
1447
(b) award damages for loss, including anticipated profits, suffered by the nonprofit
1448
corporation or another party because of an injunction issued under this section.
1449
Section 38.
Section
16-6a-401
is enacted to read:
1450
Part 4. Name
1451
16-6a-401. Corporate name.
1452
(1) The corporate name of a nonprofit corporation:
1453
(a) may, but need not contain:
1454
(i) the word "corporation," "incorporated," or "company"; or
1455
(ii) an abbreviation of "corporation," "incorporated," or "company";
1456
(b) may not contain any word or phrase that indicates or implies that it is organized for any
1457
purpose other than one or more of the purposes contained in Section
16-6a-301
and its articles of
1458
incorporation;
1459
(c) except as authorized by the division under Subsection (2), shall be distinguishable, as
1460
defined in Section
16-10a-401
, from:
1461
(i) the name of any domestic corporation incorporated in this state;
1462
(ii) the name of any foreign corporation authorized to conduct affairs in this state;
1463
(iii) the name of any domestic nonprofit corporation incorporated in this state;
1464
(iv) the name of any foreign nonprofit corporation authorized to conduct affairs in this
1465
state;
1466
(v) the name of any domestic limited liability company formed in this state;
1467
(vi) the name of any foreign limited liability company authorized to conduct affairs in this
1468
state;
1469
(vii) the name of any limited partnership formed or authorized to conduct affairs in this
1470
state;
1471
(viii) any name that is reserved under Section
16-6a-402
or
16-10a-402
;
1472
(ix) the name of any entity that has registered its name under Section
42-2-5
;
1473
(x) the name of any trademark or service mark registered by the division; or
1474
(xi) any assumed name filed under Section
42-2-5
;
1475
(d) shall be, for purposes of recordation, either translated into English or transliterated into
1476
letters of the English alphabet if it is not in English;
1477
(e) without the written consent of the United States Olympic Committee, may not contain
1478
the words:
1479
(i) "Olympic";
1480
(ii) "Olympiad"; or
1481
(iii) "Citius Altius Fortius"; and
1482
(f) without the written consent of the State Board of Regents issued in accordance with
1483
Section
53B-5-114
, may not contain the words:
1484
(i) "university";
1485
(ii) "college"; or
1486
(iii) "institute."
1487
(2) The division may authorize the use of the name applied for if:
1488
(a) the name is distinguishable from one or more of the names and trademarks described
1489
in Subsection (1)(c) that are on the division's records; or
1490
(b) if the applicant delivers to the division a certified copy of the final judgment of a court
1491
of competent jurisdiction establishing the applicant's right to use the name applied for in this state
1492
registered or reserved with the division pursuant to the laws of this state.
1493
(3) A corporation may use the name of another domestic or foreign corporation that is used
1494
in this state if:
1495
(a) the other corporation is incorporated or authorized to conduct affairs in this state; and
1496
(b) the proposed user corporation:
1497
(i) has merged with the other corporation;
1498
(ii) has been formed by reorganization of the other corporation; or
1499
(iii) has acquired all or substantially all of the assets, including the corporate name, of the
1500
other corporation.
1501
(4) (a) A nonprofit corporation may apply to the division for authorization to file its
1502
articles of incorporation under, or to register or reserve, a name that is not distinguishable upon
1503
the division's records from one or more of the names described in Subsection (1).
1504
(b) The division shall approve the application filed under Subsection (4)(a) if:
1505
(i) the other person whose name is not distinguishable from the name under which the
1506
applicant desires to file, or which the applicant desires to register or reserve:
1507
(A) consents to the filing, registration, or reservation in writing; and
1508
(B) submits an undertaking in a form satisfactory to the division to change its name to a
1509
name that is distinguishable from the name of the applicant; or
1510
(ii) the applicant delivers to the division a certified copy of the final judgment of a court
1511
of competent jurisdiction establishing the applicant's right to make the requested filing in this state
1512
under the name applied for.
1513
(5) Only names of corporations may contain the:
1514
(a) words "corporation," or "incorporated"; or
1515
(b) abbreviation "corp." or "inc."
1516
(6) The division may not issue a certificate of incorporation to any association violating
1517
the provisions of this section.
1518
Section 39.
Section
16-6a-402
is enacted to read:
1519
16-6a-402. Reserved name.
1520
(1) (a) Any person may apply for the reservation of the exclusive use of a corporate name
1521
by delivering an application for reservation of name to the division for filing, setting forth:
1522
(i) the name and address of the applicant; and
1523
(ii) the name proposed to be reserved.
1524
(b) (i) If the division finds that the name applied for would be available for corporate use,
1525
the division shall reserve the name for the applicant's exclusive use for 120 days from the day the
1526
division receives the application under Subsection (1)(a).
1527
(ii) A reservation may be renewed.
1528
(2) The owner of a reserved corporate name may transfer the reservation to any other
1529
person by delivery to the division for filing of a notice of the transfer that has been executed by the
1530
owner and states:
1531
(a) the reserved name;
1532
(b) the name of the owner; and
1533
(c) the name and address of the transferee.
1534
(3) (a) The corporate name set forth in a document described in Subsection (3)(b) is
1535
reserved until the document:
1536
(i) becomes effective pursuant to Subsection
16-6a-108
(2); or