reglab/housing_qa huggingface dataset:
UT Code § 16-6a-902 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 6a - Utah Revised Nonprofit Corporation Act|Part 9 - Indemnification|Section 902 - Authority to indemnify directors.

16-6a-902. Authority to indemnify directors.    (1) Except as provided in Subsection (4), a nonprofit corporation may indemnify an individual made a party to a proceeding because the individual is or was a director, against liability incurred in the proceeding if:   (a) the individual's conduct was in good faith;     (b) the individual reasonably believed that the individual's conduct was in, or not opposed to, the corporation's best interests; and     (c) in the case of any criminal proceeding, the individual had no reasonable cause to believe the individual's conduct was unlawful.       (2) A director's conduct with respect to any employee benefit plan for a purpose the director reasonably believed to be in or not opposed to the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of Subsection (1)(b).     (3) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section.     (4) A nonprofit corporation may not indemnify a director under this section:   (a) in connection with a proceeding by or in the right of the nonprofit corporation in which the director was adjudged liable to the nonprofit corporation; or     (b) in connection with any other proceeding charging that the director derived an improper personal benefit, whether or not involving action in the director's official capacity, in which proceeding the director was adjudged liable on the basis that the director derived an improper personal benefit.       (5) Indemnification permitted under this section in connection with a proceeding by or in the right of the nonprofit corporation is limited to reasonable expenses incurred in connection with the proceeding.    Enacted by Chapter 300, 2000 General Session
UT Code § 16-6a-903 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 6a - Utah Revised Nonprofit Corporation Act|Part 9 - Indemnification|Section 903 - Mandatory indemnification of directors.

16-6a-903. Mandatory indemnification of directors.    (1) Unless limited by its bylaws, a nonprofit corporation shall indemnify a director described in Subsection (2) against reasonable expenses incurred by the director in connection with the proceeding or claim with respect to which the director has been successful.     (2) Subsection (1) applies to a director who was successful, on the merits or otherwise, in the defense of:   (a) any proceeding to which the director was a party because the director is or was a director of the nonprofit corporation; or     (b) any claim, issue, or matter in the proceeding, to which the director was a party because the director is or was a director of the nonprofit corporation.      Amended by Chapter 228, 2006 General Session
UT Code § 16-6a-904 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 6a - Utah Revised Nonprofit Corporation Act|Part 9 - Indemnification|Section 904 - Advance of expenses for directors.

16-6a-904. Advance of expenses for directors.    (1) A nonprofit corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if:   (a) the director furnishes the nonprofit corporation a written affirmation of the director's good faith belief that the director has met the applicable standard of conduct described in Section 16-6a-902;     (b) the director furnishes the nonprofit corporation a written undertaking, executed personally or on the director's behalf, to repay the advance, if it is ultimately determined that the director did not meet the standard of conduct; and     (c) a determination is made that the facts then known to those making the determination would not preclude indemnification under this part.       (2) The undertaking required by Subsection (1)(b):   (a) shall be an unlimited general obligation of the director;     (b) need not be secured; and     (c) may be accepted without reference to financial ability to make repayment.       (3) Determinations and authorizations of payments under this section shall be made in the manner specified in Section 16-6a-906.    Enacted by Chapter 300, 2000 General Session
UT Code § 16-6a-905 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 6a - Utah Revised Nonprofit Corporation Act|Part 9 - Indemnification|Section 905 - Court-ordered indemnification of directors.

 Effective 5/12/2015  16-6a-905. Court-ordered indemnification of directors.    (1) Unless a nonprofit corporation's articles of incorporation provide otherwise, a director of the nonprofit corporation who is or was a party to a proceeding may apply for indemnification to:   (a) the court conducting the proceeding; or     (b) another court of competent jurisdiction.       (2) On receipt of an application described in Subsection (1), the court, after giving any notice the court considers necessary, may order indemnification in the following manner:   (a) if the court determines that the director is entitled to mandatory indemnification under Section 16-6a-903, the court shall:   (i) order indemnification; and     (ii) order the nonprofit corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification; and       (b) if the court determines that the director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the applicable standard of conduct set forth in Section 16-6a-902 or was adjudged liable as described in Subsection 16-6a-902(4), the court may order indemnification as the court determines to be proper, except that the indemnification with respect to any proceeding in which liability has been adjudged in the circumstances described in Subsection 16-6a-902(4) is limited to reasonable expenses incurred.      Amended by Chapter 240, 2015 General Session
UT Code § 16-6a-907 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 6a - Utah Revised Nonprofit Corporation Act|Part 9 - Indemnification|Section 907 - Indemnification of officers, employees, fiduciaries, and agents.

16-6a-907. Indemnification of officers, employees, fiduciaries, and agents.  Unless a nonprofit corporation's articles of incorporation provide otherwise:  (1) to the same extent as a director, an officer of the nonprofit corporation is entitled to:   (a) mandatory indemnification under Section 16-6a-903; and     (b) apply for court-ordered indemnification under Section 16-6a-905;       (2) a nonprofit corporation may indemnify and advance expenses to an officer, employee, fiduciary, or agent of the nonprofit corporation to the same extent as to a director; and     (3) a nonprofit corporation may indemnify and advance expenses to an officer, employee, fiduciary, or agent who is not a director to a greater extent if:   (a) not inconsistent with public policy; and     (b) provided for by:   (i) its articles of incorporation or bylaws;     (ii) general or specific action of its board of directors; or     (iii) contract.        Amended by Chapter 197, 2002 General Session
UT Code § 16-6a-908 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 6a - Utah Revised Nonprofit Corporation Act|Part 9 - Indemnification|Section 908 - Insurance.

16-6a-908. Insurance.    (1) A nonprofit corporation may purchase and maintain liability insurance:   (a) on behalf of a person who:   (i) is or was a director, officer, employee, fiduciary, or agent of the nonprofit corporation; or     (ii) while serving as a director, officer, employee, fiduciary, or agent of the nonprofit corporation at the request of the nonprofit corporation, is or was serving as a director, officer, partner, trustee, employee, fiduciary, or agent of:   (A) another foreign or domestic nonprofit corporation;     (B) other person; or     (C) an employee benefit plan; and         (b) against liability asserted against or incurred by the person in that capacity or arising from the person's status as a director, officer, employee, fiduciary, or agent, whether or not the nonprofit corporation would have power to indemnify the person against the same liability under Section 16-6a-902, 16-6a-903, or 16-6a-907.       (2) Insurance may be procured from any insurance company designated by the board of directors, whether the insurance company is formed under the laws of this state or any other jurisdiction of the United States or elsewhere, including any insurance company in which the nonprofit corporation has an equity or any other interest through stock ownership or otherwise.    Enacted by Chapter 300, 2000 General Session
UT Code § 16-6a-909 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 6a - Utah Revised Nonprofit Corporation Act|Part 9 - Indemnification|Section 909 - Limitations on indemnification of directors.

16-6a-909. Limitations on indemnification of directors.    (1)   (a) A provision treating a nonprofit corporation's indemnification of, or advance for expenses to, directors that is contained in the following is valid only if and to the extent the provision is not inconsistent with this part:   (i) the articles of incorporation or bylaws of the nonprofit corporation;     (ii) a resolution of the nonprofit corporation's members or board of directors;     (iii) a contract, except an insurance policy; or     (iv) other writing.       (b) If the articles of incorporation limit indemnification or advance of expenses, indemnification and advance of expenses are valid only to the extent not inconsistent with the articles of incorporation.       (2) This part does not limit a nonprofit corporation's power to pay or reimburse expenses incurred by a director in connection with the director's appearance as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to the proceeding.    Enacted by Chapter 300, 2000 General Session
UT Code § 16-6a-910 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 6a - Utah Revised Nonprofit Corporation Act|Part 9 - Indemnification|Section 910 - Notice to voting members of indemnification of director.

16-6a-910. Notice to voting members of indemnification of director.    (1) If a nonprofit corporation indemnifies or advances expenses to a director under this part in connection with a proceeding by or in the right of the nonprofit corporation, the nonprofit corporation shall give written notice of the indemnification or advance to the voting members with or before the notice of the next voting members' meeting.     (2) If the next voting member action after the indemnification or advance is taken without a meeting at the instigation of the board of directors, the notice shall be given to the voting members at or before the time the first voting member signs a writing consenting to the action.    Enacted by Chapter 300, 2000 General Session
UT Code § 16-6a-1001 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 6a - Utah Revised Nonprofit Corporation Act|Part 10 - Amendment of Articles of Incorporation and Bylaws|Section 1001 - Authority to amend articles of incorporation.

16-6a-1001. Authority to amend articles of incorporation.    (1) A nonprofit corporation may amend its articles of incorporation at any time to:   (a) add or change a provision that is required or permitted in the articles of incorporation; or     (b) delete a provision not required in the articles of incorporation.       (2) Whether a provision is required or permitted in the articles of incorporation is determined as of the effective date of the amendment.    Enacted by Chapter 300, 2000 General Session
UT Code § 16-6a-1002 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 6a - Utah Revised Nonprofit Corporation Act|Part 10 - Amendment of Articles of Incorporation and Bylaws|Section 1002 - Amendment of articles of incorporation by board of directors or incorporators.

 Effective 5/12/2015  16-6a-1002. Amendment of articles of incorporation by board of directors or incorporators.    (1) Unless otherwise provided in the articles of incorporation, the board of directors may adopt, without member approval, one or more amendments to the articles of incorporation to:   (a) delete the names and addresses of the initial directors;     (b) change the information required by Subsection 16-17-203(1), but an amendment is not required to change the information;     (c) change the corporate name by:   (i) substituting the word "corporation," "incorporated," "company," "limited," or an abbreviation of any such word for a similar word or abbreviation in the name; or     (ii) adding, deleting, or changing a geographical attribution; or       (d) make any other change expressly permitted by this chapter to be made without member action.       (2) The board of directors may adopt, without member action, one or more amendments to the articles of incorporation to change the corporate name, if necessary, in connection with the reinstatement of a nonprofit corporation pursuant to Section 16-6a-1412.     (3)   (a) Subject to any approval required pursuant to Section 16-6a-1013, if a nonprofit corporation has no members, no members entitled to vote on amendments, or no members yet admitted to membership, one or more amendments to the nonprofit corporation's articles of incorporation may be adopted by:   (i) its incorporators until directors have been chosen; or     (ii) its directors after the directors have been chosen.       (b) A nonprofit corporation described in Subsection (3)(a) shall provide notice of any meeting at which an amendment is to be voted upon.     (c) The notice required by Subsection (3)(b) shall:   (i) be in accordance with Section 16-6a-814;     (ii) state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the articles of incorporation; and     (iii)   (A) contain or be accompanied by a copy or summary of the amendment; or     (B) state the general nature of the amendment.         (d) An amendment described in Subsection (3)(a) shall be approved:   (i) by a majority of the incorporators, until directors have been chosen; or     (ii) after directors are chosen by a majority of the directors in office at the time the amendment is adopted or such greater number as is set forth in the bylaws.        Amended by Chapter 240, 2015 General Session
UT Code § 16-6a-1003 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 6a - Utah Revised Nonprofit Corporation Act|Part 10 - Amendment of Articles of Incorporation and Bylaws|Section 1003 - Amendment of articles of incorporation by board of directors and members.

 Effective 5/12/2015  16-6a-1003. Amendment of articles of incorporation by board of directors and members.    (1) The board of directors or the members representing at least 10% of all of the votes entitled to be cast on the amendment may propose an amendment to the articles of incorporation for submission to the members unless a different vote or voting class is required by:   (a) this chapter;     (b) the articles of incorporation;     (c) the bylaws; or     (d) the members or the board of directors acting pursuant to Subsection (5).       (2) For an amendment to the articles of incorporation to be adopted pursuant to Subsection (1):   (a) the board of directors shall recommend the amendment to the members unless:   (i) the amendment is proposed by members; or     (ii) the board of directors:   (A) determines that because of conflict of interest or other special circumstances it should make no recommendation; and     (B) communicates the basis for its determination to the members with the amendment; and         (b) the members entitled to vote on the amendment shall approve the amendment as provided in Subsection (5).       (3) The proposing board of directors or the proposing members may condition the effectiveness of the amendment on any basis.     (4)   (a) The nonprofit corporation shall give notice, in accordance with Section 16-6a-704, to each member entitled to vote on the amendment of the members' meeting at which the amendment will be voted upon.     (b) The notice required by Subsection (4)(a) shall:   (i) state that the purpose, or one of the purposes, of the meeting is to consider the amendment; and     (ii)   (A) contain or be accompanied by a copy or a summary of the amendment; or     (B) shall state the general nature of the amendment.           (5) The amendment shall be approved by the votes required by Sections 16-6a-714 and 16-6a-715 by every voting group entitled to vote on the amendment unless a greater vote is required by:   (a) this chapter;     (b) the articles of incorporation;     (c) bylaws adopted by the members; or     (d) the proposing board of directors or the proposing members acting pursuant to Subsection (3).       (6) If the board of directors or the members seek to have the amendment approved by the members by written consent or by written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment.    Amended by Chapter 240, 2015 General Session
UT Code § 16-6a-1004 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 6a - Utah Revised Nonprofit Corporation Act|Part 10 - Amendment of Articles of Incorporation and Bylaws|Section 1004 - Voting on amendments of articles of incorporation by voting groups.

16-6a-1004. Voting on amendments of articles of incorporation by voting groups.    (1) Unless otherwise provided by this chapter or the articles of incorporation, if membership voting is otherwise required by this chapter, the members of a class who are entitled to vote are entitled to vote as a separate voting group on an amendment to the articles of incorporation if the amendment would:   (a) affect the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer of memberships in a manner different than the amendment would affect another class;     (b) change the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions, or conditions of another class;     (c) increase or decrease the number of memberships authorized for that class;     (d) increase the number of memberships authorized for another class;     (e) effect an exchange, reclassification, or termination of the memberships of that class; or     (f) authorize a new class of memberships.       (2) If a class is to be divided into two or more classes as a result of an amendment to the articles of incorporation, the amendment shall be approved by the members of each class that would be created by the amendment.    Enacted by Chapter 300, 2000 General Session
UT Code § 16-6a-1005 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 6a - Utah Revised Nonprofit Corporation Act|Part 10 - Amendment of Articles of Incorporation and Bylaws|Section 1005 - Articles of amendment to articles of incorporation.

16-6a-1005. Articles of amendment to articles of incorporation.  A nonprofit corporation amending its articles of incorporation shall deliver to the division for filing articles of amendment setting forth:  (1) the name of the nonprofit corporation;     (2) the text of each amendment adopted;     (3) the date of each amendment's adoption;     (4) if the amendment was adopted by the board of directors or incorporators without member action, a statement to that effect and that:   (a) the nonprofit corporation does not have members; or     (b) member action was not required;       (5) if the amendment was adopted by the members, a statement that the number of votes cast for the amendment by the members or by each voting group entitled to vote separately on the amendment was sufficient for approval by the members or voting group respectively; and     (6) if approval of the amendment by some person or persons other than the members, the board of directors, or the incorporators is required pursuant to Section 16-6a-1013, a statement that the approval was obtained.    Enacted by Chapter 300, 2000 General Session
UT Code § 16-6a-1006 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 6a - Utah Revised Nonprofit Corporation Act|Part 10 - Amendment of Articles of Incorporation and Bylaws|Section 1006 - Restated articles of incorporation.

 Effective 5/12/2015  16-6a-1006. Restated articles of incorporation.    (1)   (a) The board of directors may restate the articles of incorporation at any time with or without member action.     (b) The incorporators of a nonprofit corporation may restate the articles of incorporation at any time if the nonprofit corporation:   (i) has no members; and     (ii) no directors have been chosen.         (2)   (a) The restatement may include one or more amendments to the articles of incorporation.     (b) Notwithstanding Subsection (1), if the restatement includes an amendment requiring member approval, it shall be adopted as provided in Section 16-6a-1003.       (3)   (a) If the board of directors submits a restatement for member action, the nonprofit corporation shall give notice, in accordance with Section 16-6a-704, to each member entitled to vote on the restatement of the members' meeting at which the restatement will be voted upon.     (b) The notice required by Subsection (3)(a) shall:   (i) state that the purpose, or one of the purposes, of the meeting is to consider the restatement; and     (ii) contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the articles of incorporation.         (4) A nonprofit corporation restating its articles of incorporation shall deliver to the division for filing articles of restatement setting forth:   (a) the name of the nonprofit corporation;     (b) the text of the restated articles of incorporation;     (c) if the restatement contains an amendment to the articles of incorporation that was adopted by the members, the information required by Subsection 16-6a-1005(5);     (d) if the restatement was adopted by the board of directors or incorporators without member action, a statement to that effect and that member action was not required; and     (e) the restatement does not need to contain the name or address of the incorporator or incorporators that were included in the articles of incorporation when originally filed.       (5) Upon filing by the division or at any later effective date determined pursuant to Section 16-6a-108, restated articles of incorporation supersede the original articles of incorporation and all prior amendments to the original articles of incorporation.    Amended by Chapter 240, 2015 General Session