reglab/housing_qa huggingface dataset:
UT Code § 16-10a-1704 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 17 - Transitional Provisions|Section 1704 - Saving provisions.

16-10a-1704. Saving provisions.    (1) Except as provided in Subsection (2), the repeal of any statute by this act does not affect:   (a) the operation of the statute or any action taken under it before its repeal;     (b) any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal;     (c) any violation of the statute, or any penalty, forfeiture, or punishment incurred because of the violation of the statute before its repeal; or     (d) any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and any proceeding, reorganization, or dissolution may be completed in accordance with the repealed statute as if the statute had not been repealed.       (2) If a penalty or punishment imposed for violation of a statute repealed by this act is reduced by this act, the penalty or punishment if not already imposed shall be imposed in accordance with this act.     (3) The provisions of Subsection 16-10a-630(1) may not operate to deny preemptive rights to shareholders who, immediately prior to July 1, 1992, were entitled to preemptive rights by reason of the failure of the articles of incorporation of the corporation of which they are shareholders to deny preemptive rights, and the corporation shall be treated for all purposes as if its articles of incorporation included the statement "the corporation elects to have preemptive rights," until the date a resolution providing otherwise is approved by the same percentage of shareholders of each voting group as would be required to include the resolution in an amendment to the corporation's articles of incorporation. Any preemptive rights existing by virtue of Subsection (3) are subject to the terms and provisions of Subsection 16-10a-630(2).     (4) The provisions of Section 16-10a-704 may not operate to permit a corporation in existence prior to July 1, 1992, to take action by the written consent of fewer than all of the shareholders entitled to vote with respect to the subject matter of the action, until the date a resolution providing otherwise is approved either:   (a) by a consent in writing, setting forth the proposed resolution, signed by all of the shareholders entitled to vote with respect to the subject matter of the resolution; or     (b) at a duly convened meeting of shareholders, by the vote of the same percentage of shareholders of each voting group as would be required to include the resolution in an amendment to the corporation's articles of incorporation.      Enacted by Chapter 277, 1992 General Session
UT Code § 16-10a-1705 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 17 - Transitional Provisions|Section 1705 - Severability clause.

16-10a-1705. Severability clause.  If any provision of this act, or the application of any provision to any person or circumstance, is held invalid, the remainder of this act is given effect without the invalid provision or application.  Enacted by Chapter 277, 1992 General Session
UT Code § 16-10a-1801 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 18 - Business Combinations|Section 1801 - Title.

 Effective 5/9/2017  16-10a-1801. Title.  This part is known as "Business Combinations." Enacted by Chapter 439, 2017 General Session
UT Code § 16-10a-1804 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 18 - Business Combinations|Section 1804 - Scope of part.

 Effective 5/9/2017  16-10a-1804. Scope of part.  This part does not apply to:  (1) a business combination of a domestic corporation that does not have a class of voting stock registered with the Securities and Exchange Commission pursuant to Exchange Act, Sec. 12, 15 U.S.C. Sec. 78l, unless the articles of incorporation provide otherwise;     (2) a business combination of a domestic corporation whose articles of incorporation are amended to provide that the domestic corporation is subject to this part that:   (a) did not have a class of voting stock registered with the Securities and Exchange Commission pursuant to Exchange Act, Sec. 12, 15 U.S.C. Sec. 78l, on the effective date of the amendment; and     (b) is a business combination with an interested shareholder whose stock acquisition date is before the effective date of the amendment;       (3) a business combination of a domestic corporation:   (a) the original articles of incorporation of which contain a provision expressly electing not to be governed by this part;     (b) that adopts an amendment to the corporation's bylaws before December 31, 2017, expressly electing not to be governed by this part; or     (c) that adopts an amendment to the corporation's bylaws, approved by the affirmative vote of a majority of votes of the outstanding voting stock of the corporation, excluding the voting stock of interested shareholders and the interested shareholders' affiliates and associates, expressly electing not to be governed by this part, provided that the amendment to the bylaws:   (i) may not be effective until 18 months after the vote of the corporation's shareholders; and     (ii) may not apply to a business combination of the corporation with an interested shareholder whose stock acquisition date is on or before the effective date of the amendment;         (4) a domestic corporation in the mineral extractive industry, including exploration, development, sand and gravel, mining, smelting, or refining of mineral properties;     (5) any business combination of a domestic corporation with an interested shareholder of the corporation that became an interested shareholder inadvertently, if the interested shareholder:   (a) as soon as practicable, divests itself of a sufficient amount of the voting stock of the corporation so that it no longer is the beneficial owner, directly or indirectly, of 20% or more of the outstanding voting stock of the corporation; and     (b) would not at any time within the five-year period preceding the announcement date with respect to the business combination have been an interested shareholder but for the inadvertent acquisition; or       (6) any business combination with an interested shareholder who was the beneficial owner, directly or indirectly, of 5% or more of the outstanding voting stock of the corporation on May 9, 2017, and remained so to the interested shareholder's stock acquisition date.    Enacted by Chapter 439, 2017 General Session
UT Code § 16-10a-1901 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 18 - Business Combinations|Section 1901 - Definition.

 Effective 5/14/2019  16-10a-1901. Definition.  As used in this part:  (1) "Oppressive conduct" means a continuing course of conduct, a significant action, or a series of actions that substantially interferes with the interests of a shareholder as a shareholder.     (2) "Oppressive conduct" may include:   (a) termination of a shareholder's employment; or     (b) limitations on a shareholder's employment benefits to the extent that the limitations interfere with distributions or other shareholder interests disproportionately as to the affected shareholder.       (3) "Oppressive conduct" does not include an action allowed by an agreement, the corporation's articles of incorporation, the corporation's bylaws, or a consistently applied written corporate policy or procedure.    Enacted by Chapter 272, 2019 General Session
UT Code § 16-10a-1902 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 18 - Business Combinations|Section 1902 - Shareholder cause of action -- Relief.

 Effective 5/14/2019  16-10a-1902. Shareholder cause of action -- Relief.    (1) A shareholder of a closely held corporation who is injured by oppressive conduct may bring a private cause of action against the closely held corporation.     (2)   (a) If a court finds that oppressive conduct toward the shareholder occurred, the court shall order one or more persons described in Subsection (2)(b) to purchase the injured shareholder's shares in the closely held corporation at fair value.     (b) A court may order that any of the following purchase the shares of the shareholder as described in Subsection (2)(a):   (i) the closely held corporation;     (ii) an officer of the closely held corporation;     (iii) a director of the closely held corporation; or     (iv) a shareholder of the closely held corporation that is responsible for the oppressive conduct.        Enacted by Chapter 272, 2019 General Session
UT Code § 16-10a-1901 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 19 - Oppressive Conduct in a Closely Held Corporation|Section 1901 - Definition.

 Effective 5/14/2019  16-10a-1901. Definition.  As used in this part:  (1) "Oppressive conduct" means a continuing course of conduct, a significant action, or a series of actions that substantially interferes with the interests of a shareholder as a shareholder.     (2) "Oppressive conduct" may include:   (a) termination of a shareholder's employment; or     (b) limitations on a shareholder's employment benefits to the extent that the limitations interfere with distributions or other shareholder interests disproportionately as to the affected shareholder.       (3) "Oppressive conduct" does not include an action allowed by an agreement, the corporation's articles of incorporation, the corporation's bylaws, or a consistently applied written corporate policy or procedure.    Enacted by Chapter 272, 2019 General Session
UT Code § 16-10a-1902 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 19 - Oppressive Conduct in a Closely Held Corporation|Section 1902 - Shareholder cause of action -- Relief.

 Effective 5/14/2019  16-10a-1902. Shareholder cause of action -- Relief.    (1) A shareholder of a closely held corporation who is injured by oppressive conduct may bring a private cause of action against the closely held corporation.     (2)   (a) If a court finds that oppressive conduct toward the shareholder occurred, the court shall order one or more persons described in Subsection (2)(b) to purchase the injured shareholder's shares in the closely held corporation at fair value.     (b) A court may order that any of the following purchase the shares of the shareholder as described in Subsection (2)(a):   (i) the closely held corporation;     (ii) an officer of the closely held corporation;     (iii) a director of the closely held corporation; or     (iv) a shareholder of the closely held corporation that is responsible for the oppressive conduct.        Enacted by Chapter 272, 2019 General Session
UT Code § 16-10b-101 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10b - Benefit Corporation Act|Part 1 - General Provisions|Section 101 - Title.

 Effective 5/13/2014  16-10b-101. Title.  This chapter is known as the "Benefit Corporation Act." Enacted by Chapter 394, 2014 General Session
UT Code § 16-10b-102 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10b - Benefit Corporation Act|Part 1 - General Provisions|Section 102 - Application and effect of chapter.

 Effective 5/13/2014  16-10b-102. Application and effect of chapter.    (1) This chapter applies to a benefit corporation organized under this chapter.     (2) The existence of a provision of this chapter does not of itself create an implication that a contrary or different rule of law is applicable to a business corporation that is not a benefit corporation. This chapter does not affect a statute or rule of law that is applicable to a business corporation that is not a benefit corporation.     (3)   (a) Except as otherwise provided in this chapter, Chapter 10a, Utah Revised Business Corporation Act, is applicable to a benefit corporation.     (b) A benefit corporation may be subject simultaneously to this chapter and other chapters of this title, including Chapter 11, Professional Corporation Act.     (c) This chapter controls over Chapter 10a, Utah Revised Business Corporation Act, and Chapter 11, Professional Corporation Act, or other laws.       (4) The articles of incorporation or bylaws of a benefit corporation may not limit, be inconsistent with, or supersede a provision of this chapter.    Enacted by Chapter 394, 2014 General Session
UT Code § 16-10b-104 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10b - Benefit Corporation Act|Part 1 - General Provisions|Section 104 - Incorporation of benefit corporation.

 Effective 5/13/2014  16-10b-104. Incorporation of benefit corporation.  A person shall incorporate a benefit corporation in accordance with Chapter 10a, Part 2, Incorporation, but its articles of incorporation shall also state that it is a benefit corporation. Enacted by Chapter 394, 2014 General Session
UT Code § 16-10b-105 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10b - Benefit Corporation Act|Part 1 - General Provisions|Section 105 - Election of benefit corporation status.

 Effective 5/13/2014  16-10b-105. Election of benefit corporation status.    (1) A business corporation may become a benefit corporation under this chapter by amending its articles of incorporation so that the articles of incorporation contain, in addition to the requirements of Section 16-10a-202, a statement that the corporation is a benefit corporation. To be effective, the amendment must be adopted by at least the minimum status vote.     (2)   (a) Except as provided in Subsection (2)(b), if a domestic entity that is not a benefit corporation is a party to a merger or the exchanging entity in a share exchange and the surviving entity in the merger or share exchange is to be a benefit corporation, the plan of merger or share exchange must be approved by the domestic entity by at least the minimum status vote.     (b) Subsection (2)(a) does not apply in the case of a corporation that is a party to a merger if the shareholders of the corporation are not entitled to vote on the merger pursuant to Section 16-10a-1104.      Enacted by Chapter 394, 2014 General Session
UT Code § 16-10b-106 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10b - Benefit Corporation Act|Part 1 - General Provisions|Section 106 - Termination of benefit corporation status.

 Effective 5/13/2014  16-10b-106. Termination of benefit corporation status.    (1) A benefit corporation may terminate its status as a benefit corporation and cease to be subject to this chapter by amending its articles of incorporation to delete the provision required by Section 16-10b-104 or 16-10b-105 to be stated in the articles of incorporation of a benefit corporation. To be effective, the amendment must be adopted by at least the minimum status vote.     (2)   (a) Except as provided in Subsection (2)(b), if a plan of merger or share exchange would have the effect of terminating the status of a business corporation as a benefit corporation, the plan must be adopted by at least the minimum status vote to be effective.     (b) Subsection (2)(a) does not apply in the case of a corporation that is a party to a merger if the shareholders of the corporation are not entitled to vote on the merger pursuant to Section 16-10a-1104.       (3) A sale, lease, exchange, or other disposition of all or substantially all of the assets of a benefit corporation, unless the transaction is in the usual and regular course of business, is not effective unless the transaction is approved by at least the minimum status vote.    Enacted by Chapter 394, 2014 General Session
UT Code § 16-10b-201 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10b - Benefit Corporation Act|Part 2 - Corporate Purposes|Section 201 - Corporate purposes.

 Effective 5/13/2014  16-10b-201. Corporate purposes.    (1) A benefit corporation shall have a purpose of creating general public benefit. This purpose is in addition to its purpose under Section 16-10a-301.     (2) The articles of incorporation of a benefit corporation may identify one or more specific public benefits that it is the purpose of the benefit corporation to create in addition to its purposes under Section 16-10a-301 and Subsection (1). The identification of a specific public benefit under this Subsection (2) does not limit the purpose of a benefit corporation to create general public benefit under Subsection (1).     (3) The creation of general public benefit and a specific public benefit under Subsections (1) and (2) is considered in the best interests of the benefit corporation.     (4) A benefit corporation may amend its articles of incorporation to add, amend, or delete the identification of a specific public benefit that it is the purpose of the benefit corporation to create. To be effective, the amendment must be adopted by at least the minimum status vote.     (5) A professional corporation that is a benefit corporation does not violate Section 16-11-6 by having the purpose to create general public benefit or a specific public benefit.    Enacted by Chapter 394, 2014 General Session
UT Code § 16-10b-302 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10b - Benefit Corporation Act|Part 3 - Accountability|Section 302 - Benefit director.

 Effective 5/13/2014  16-10b-302. Benefit director.    (1) The board of directors of a benefit corporation that is a publicly traded corporation shall, and the board of directors of any other benefit corporation may, include a director, who:   (a) is designated the benefit director; and     (b) shall have, in addition to the powers, duties, rights, and immunities of the other directors of the benefit corporation, the powers, duties, rights, and immunities provided in this chapter.       (2)   (a) A benefit director shall be elected, and may be removed, in the manner provided by Sections 16-10a-801 through 16-10a-810.     (b) Except as provided in Subsection (6), the benefit director shall be an individual who is independent.     (c) The benefit director may serve as the benefit officer at the same time as serving as the benefit director.     (d) The articles of incorporation or bylaws of a benefit corporation may prescribe additional qualifications of the benefit director not inconsistent with this Subsection (2).       (3) The benefit director shall prepare, and the benefit corporation shall include in the annual benefit report to shareholders required by Section 16-10b-401, the opinion of the benefit director on all of the following:   (a) whether the benefit corporation acted in accordance with its general public benefit purpose and any specific public benefit purpose in all material respects during the period covered by the report;     (b) whether the directors and officers complied with Subsections 16-10b-301(1) and 16-10b-303(1), respectively; and     (c) if, in the opinion of the benefit director, the benefit corporation or its directors or officers failed to act or comply in the manner described in Subsections (3)(a) and (b), a description of the ways in which the benefit corporation or its directors or officers failed to act or comply.       (4) The act or inaction of an individual in the capacity of a benefit director shall constitute for all purposes an act or inaction of that individual in the capacity of a director of the benefit corporation.     (5) Regardless of whether the articles of incorporation or bylaws of a benefit corporation include a provision eliminating or limiting the personal liability of directors authorized by Section 16-10a-841, a benefit director may not be personally liable for an act or omission in the capacity of a benefit director unless the act or omission constitutes self-dealing, willful misconduct, or a knowing violation of law.     (6) The benefit director of a professional corporation does not need to be independent.    Enacted by Chapter 394, 2014 General Session
UT Code § 16-10b-303 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10b - Benefit Corporation Act|Part 3 - Accountability|Section 303 - Standard of conduct for officers.

 Effective 5/13/2014  16-10b-303. Standard of conduct for officers.    (1) An officer of a benefit corporation shall consider the interests and factors described in Subsection 16-10b-301(1) in the manner provided in Subsections 16-10b-301(1) and (2) if:   (a) the officer has discretion to act with respect to a matter; and     (b) it reasonably appears to the officer that the matter may have a material effect on the creation by the benefit corporation of general public benefit or a specific public benefit identified in the articles of incorporation of the benefit corporation.       (2) The consideration of interests and factors in the manner described in Subsection (1) may not constitute a violation of Section 16-10a-831 or 16-10a-840.     (3) Except as provided in the articles of incorporation or bylaws of a benefit corporation, an officer is not personally liable for monetary damages for:   (a) an action or inaction as an officer in the course of performing the duties of an officer under Subsection (1) if the officer performed the duties of the position in compliance with Section 16-10a-831 or 16-10a-840 and this section; or     (b) failure of the benefit corporation to pursue or create general public benefit or specific public benefit.       (4) An officer does not have a duty to a person that is a beneficiary of the general public benefit purpose or a specific public benefit purpose of a benefit corporation arising from the status of the person as a beneficiary.    Enacted by Chapter 394, 2014 General Session
UT Code § 16-10b-304 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10b - Benefit Corporation Act|Part 3 - Accountability|Section 304 - Benefit officer.

 Effective 5/13/2014  16-10b-304. Benefit officer.    (1) A benefit corporation may have an officer designated as the benefit officer.     (2) A benefit officer has:   (a) the powers and duties relating to the purpose of the corporation to create general public benefit or specific public benefit provided:   (i) by the bylaws; or     (ii) absent controlling provisions in the bylaws, by resolutions or orders of the board of directors; and       (b) the duty to prepare the benefit report required by Section 16-10b-401.      Enacted by Chapter 394, 2014 General Session