reglab/housing_qa huggingface dataset:
UT Code § 16-10a-625 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 6 - Shares and Distributions|Section 625 - Form and content of certificates.

16-10a-625. Form and content of certificates.    (1) Shares may but need not be represented by certificates. Unless this chapter or another applicable statute expressly provides otherwise, the rights and obligations of shareholders are not affected by whether or not their shares are represented by certificates.     (2) Each share certificate shall state on its face:   (a) the name of the issuing corporation and that it is organized under the laws of this state;     (b) the name of the person to whom the certificate is issued; and     (c) the number and class of shares and the designation of the series, if any, the certificate represents.       (3) If the issuing corporation is authorized to issue different classes of shares or different series within a class, the designations, preferences, limitations, and relative rights applicable to each class, the variations in preferences, limitations, and relative rights determined for each series, and the authority of the board of directors to determine variations for any existing or future class or series, shall be summarized on the front or back of each share certificate. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge.     (4) Each share certificate:   (a) shall be signed by two officers designated in the bylaws or by the board of directors;     (b) may bear the corporate seal or its facsimile; and     (c) may contain any other information as the corporation considers necessary or appropriate.       (5) The signatures of the officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation.     (6) In case any officer who has signed or whose facsimile signature has been placed upon a certificate ceases to be an officer before the certificate is issued, the certificate may be issued by the corporation with the same effect as if the person were an officer at the date of its issue.    Amended by Chapter 378, 2010 General Session
UT Code § 16-10a-626 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 6 - Shares and Distributions|Section 626 - Shares without certificates.

16-10a-626. Shares without certificates.    (1) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation.     (2) Within a reasonable time after the issuance or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information required on certificates by Subsections 16-10a-625(2) and (3), and, if applicable, Section 16-10a-627.    Enacted by Chapter 277, 1992 General Session
UT Code § 16-10a-627 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 6 - Shares and Distributions|Section 627 - Restrictions on transfer or registration of shares or other securities.

16-10a-627. Restrictions on transfer or registration of shares or other securities.    (1) The articles of incorporation, the bylaws, an agreement among shareholders, or an agreement between one or more shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction or otherwise consented to the restriction.     (2) A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate, or if the restriction is contained in the information statement required by Subsection 16-10a-626(2). Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction.     (3) A restriction on the transfer or registration of transfer of shares is authorized:   (a) to maintain the corporation's status when it is dependent on the number or identity of its shareholders;     (b) to preserve entitlements, benefits, or exemptions under federal, state, or local laws; and     (c) for any other reasonable purpose.       (4) A restriction on the transfer or registration of transfer of shares may:   (a) obligate the shareholder first to offer to the corporation or other persons, separately, consecutively, or simultaneously, an opportunity to acquire the restricted shares;     (b) obligate the corporation or other persons, separately, consecutively, or simultaneously, to acquire the restricted shares;     (c) require, as a condition to a transfer or registration, that any one or more persons, including the corporation or any of its shareholders, approve the transfer or registration, if the requirement is not manifestly unreasonable; or     (d) prohibit the transfer or the registration of a transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.       (5) The description of the restrictions on the transfer or registration of transfer of shares in Subsection (4) is not exhaustive.     (6) For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.    Enacted by Chapter 277, 1992 General Session
UT Code § 16-10a-628 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 6 - Shares and Distributions|Section 628 - Expense of issue.

16-10a-628. Expense of issue.  A corporation may pay the expenses of selling or underwriting its shares, and of incorporating, organizing, or reorganizing the corporation from the consideration received for shares.  Enacted by Chapter 277, 1992 General Session
UT Code § 16-10a-630 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 6 - Shares and Distributions|Section 630 - Shareholders' preemptive rights.

16-10a-630. Shareholders' preemptive rights.    (1) Subject to the provisions of Subsection 16-10a-1704(3), the shareholders of a corporation do not have a preemptive right to acquire the corporation's unissued shares except to the extent the articles of incorporation so provide.     (2) A statement included in the articles of incorporation that "the corporation elects to have preemptive rights," or words of similar import, means that the following principles apply except to the extent the articles of incorporation expressly provide otherwise:   (a) Upon the decision of the board of directors to issue shares, the shareholders of the corporation have a preemptive right, subject to any uniform terms and conditions prescribed by the board of directors, to provide a fair and reasonable opportunity to exercise the right, to acquire a number of the shares proposed to be issued in an amount proportional to their percentage ownership of the corporation's outstanding shares.     (b) A shareholder may waive a preemptive right. A waiver evidenced by a writing is irrevocable even though it is not supported by consideration.     (c) There is no preemptive right with respect to:   (i) shares issued as compensation for services to directors, officers, agents, or employees of the corporation, its subsidiaries, or affiliates;     (ii) shares issued to satisfy conversion or option rights created to provide compensation for services to directors, officers, agents, or employees of the corporation, its subsidiaries, or affiliates;     (iii) shares issued within six months from the effective date of incorporation; or     (iv) shares sold otherwise than for cash.       (d) Holders of shares of any class without general voting rights but with preferential rights to distributions have no preemptive rights with respect to shares of any other class.     (e) Holders of shares of any class with general voting rights but without preferential rights to distributions have no preemptive rights with respect to shares of any class without general voting rights but with preferential rights to distributions unless the shares without general voting rights but with preferential rights are convertible into or carry a right to subscribe for or acquire shares with general voting rights or without preferential rights.     (f) Shares subject to preemptive rights that are not acquired by shareholders may be issued to any person for a period of one year after being offered to shareholders pursuant to the preemptive rights, at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of the one year period is subject to the shareholders' preemptive rights.       (3) For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.    Enacted by Chapter 277, 1992 General Session
UT Code § 16-10a-631 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 6 - Shares and Distributions|Section 631 - Corporation's acquisition of its own shares.

16-10a-631. Corporation's acquisition of its own shares.    (1) A corporation may acquire its own shares and shares so acquired constitute authorized but unissued shares.     (2) If the articles of incorporation prohibit the reissuance of acquired shares:   (a) the number of authorized shares is reduced by the number of shares acquired by the corporation, effective upon amendment of the articles of incorporation; and     (b) as provided in Section 16-10a-1002, the board of directors may adopt an amendment to the articles of incorporation under Subsection (2)(a) without shareholder action in order to reduce the number of authorized shares by an amount equal to the number of shares acquired by the corporation.       (3) A corporation amending its articles of incorporation pursuant to Subsection (2) shall deliver to the division for filing articles of amendment setting forth:   (a) the name of the corporation;     (b) the reduction in the number of authorized shares, itemized by class and series;     (c) the total number of authorized shares, itemized by class and series, remaining after reduction of the shares; and     (d) a statement that the amendment was adopted by the board of directors without shareholder action and that shareholder action was not required.      Enacted by Chapter 277, 1992 General Session
UT Code § 16-10a-641 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 6 - Shares and Distributions|Section 641 - Unclaimed distributions.

16-10a-641. Unclaimed distributions.  If a corporation has mailed three successive distributions to a shareholder addressed to the shareholder's address shown on the corporation's current record of shareholders and the distributions have been returned as undeliverable, no further attempt to deliver distributions to the shareholder need be made until another address for the shareholder is made known to the corporation, at which time all distributions accumulated by reason of this section shall, except as otherwise provided by law, be mailed to the shareholder at the other address.  Enacted by Chapter 277, 1992 General Session
UT Code § 16-10a-701 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 7 - Shareholders|Section 701 - Annual meeting.

16-10a-701. Annual meeting.    (1) A corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws.     (2) Annual shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual meetings shall be held at the corporation's principal office.     (3) The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action or work a forfeiture or dissolution of the corporation.    Enacted by Chapter 277, 1992 General Session
UT Code § 16-10a-702 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 7 - Shareholders|Section 702 - Special meeting.

16-10a-702. Special meeting.    (1) A corporation shall hold a special meeting of shareholders:   (a) on call of its board of directors or the person or persons authorized by the bylaws to call a special meeting; or     (b) if the holders of shares representing at least 10% of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation's secretary one or more written demands for the meeting, stating the purpose or purposes for which it is to be held.       (2) If not otherwise fixed under Sections 16-10a-703 or 16-10a-707, the record date for determining shareholders entitled to demand a special meeting pursuant to Subsection (1)(b) is the earliest date of any of the demands pursuant to which the meeting is called or the date that is 60 days prior to the date the first of the written demands pursuant to which the meeting is called is received by the corporation, whichever is later.     (3) Special shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office.     (4) Only business within the purpose or purposes described in the meeting notice required by Subsection 16-10a-705(3) may be conducted at a special shareholders' meeting, unless notice of the meeting is waived by all shareholders pursuant to Section 16-10a-706.    Enacted by Chapter 277, 1992 General Session
UT Code § 16-10a-703 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 7 - Shareholders|Section 703 - Court-ordered meeting.

16-10a-703. Court-ordered meeting.    (1) The district court of the county in this state where a corporation's principal office is located or, if it has no principal office in this state, the district court for Salt Lake County may summarily order a meeting of shareholders to be held:   (a) on application of any shareholder of the corporation entitled to participate in an annual meeting or any director of the corporation if an annual meeting was not held within 15 months after its last annual meeting, or if there has been no annual meeting, the date of incorporation; or     (b) on application of any person who participated in a call of or demand for a special meeting effective under Subsection 16-10a-702(1) if:   (i) notice of the special meeting was not given within 60 days after the date of the call or the date the last of the demands necessary to require the calling of the meeting was delivered to the corporation pursuant to Subsection 16-10a-702(1)(b), as the case may be; or     (ii) the special meeting was not held in accordance with the notice.         (2) The court may fix the time and place of the meeting, state whether or not it is an annual or special meeting, determine the shares entitled to participate in the meeting, specify a record date for determining shareholders entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting, or direct that the votes represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary or appropriate to accomplish the purpose or purposes of holding the meeting.    Amended by Chapter 364, 2008 General Session
UT Code § 16-10a-706 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 7 - Shareholders|Section 706 - Waiver of notice.

16-10a-706. Waiver of notice.    (1) A shareholder may waive any notice required by this chapter, the articles of incorporation, or the bylaws before or after the date and time stated in the notice as the date or time when any action will occur or has occurred. The waiver shall be in writing, be signed by the shareholder entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.     (2) A shareholder's attendance at a meeting:   (a) waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting because of lack of notice or defective notice; and     (b) waives objection to consideration of a particular matter at the meeting that is not within the purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.      Amended by Chapter 378, 2010 General Session
UT Code § 16-10a-707 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 7 - Shareholders|Section 707 - Record date.

16-10a-707. Record date.    (1) The bylaws may fix or provide the manner of fixing the record date for one or more voting groups in order to determine the shareholders entitled to be given notice of a shareholders' meeting, to determine shareholders entitled to take action without a meeting, to demand a special meeting, to vote, or to take any other action. If the bylaws do not fix or provide for the manner of fixing a record date, the board of directors of the corporation may fix a future date as the record date.     (2) If not otherwise fixed under Section 16-10a-703 or Subsection (1), the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is the close of business on the day before the first notice is delivered to shareholders.     (3) A record date fixed under this section may not be more than 70 days before the meeting or action requiring a determination of shareholders.     (4) A determination of shareholders entitled to notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.     (5) If a court orders a meeting adjourned to a date more than 120 days after the date fixed for the original meeting, it may provide that the original record date continues in effect or it may fix a new record date.    Amended by Chapter 378, 2010 General Session
UT Code § 16-10a-708 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 7 - Shareholders|Section 708 - Meetings by telecommunication.

16-10a-708. Meetings by telecommunication.  Unless otherwise provided in the bylaws, any or all of the shareholders may participate in an annual or special meeting of shareholders by, or the meeting may be conducted through the use of, any means of communication by which all persons participating in the meeting can hear each other during the meeting. A shareholder participating in a meeting by this means is considered to be present in person at the meeting.  Enacted by Chapter 277, 1992 General Session
UT Code § 16-10a-721 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 7 - Shareholders|Section 721 - Voting entitlement of shares.

16-10a-721. Voting entitlement of shares.    (1) Except as otherwise provided in Subsections (2) and (4), in Section 61-6-10, or in the articles of incorporation, each outstanding share, regardless of class, is entitled to one vote, and each fractional share is entitled to a corresponding fractional vote, on each matter voted on at a shareholders' meeting. Only shares are entitled to vote.     (2) Except as otherwise ordered by a court of competent jurisdiction upon a finding that the purpose of this subsection would not be violated in the circumstances presented to the court, the shares of a corporation are not entitled to be voted or to be counted in determining the total number of outstanding shares eligible to be voted if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and the first corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation.     (3) Subsection (2) does not limit the power of a corporation to vote any shares, including its own shares, held by it in a fiduciary capacity.     (4) Redeemable shares are not entitled to be voted after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.    Enacted by Chapter 277, 1992 General Session
UT Code § 16-10a-723 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 7 - Shareholders|Section 723 - Shares held by nominees.

16-10a-723. Shares held by nominees.    (1) A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure.     (2) The procedure described in Subsection (1) may set forth:   (a) the types of nominees to which it applies;     (b) the rights or privileges that the corporation recognizes in a beneficial owner, which may include rights or privileges other than voting;     (c) the manner in which the procedure may be used by the nominee;     (d) the information that shall be provided by the nominee when the procedure is used;     (e) the period for which the nominee's use of the procedure is effective; and     (f) other aspects of the rights and duties created.      Amended by Chapter 378, 2010 General Session
UT Code § 16-10a-725 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 7 - Shareholders|Section 725 - Quorum and voting requirements for voting groups.

16-10a-725. Quorum and voting requirements for voting groups.    (1) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or this chapter provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.     (2) Once a share is represented for any purpose at a meeting, including the purpose of determining that a quorum exists, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting, unless a new record date is or shall be set for that adjourned meeting.     (3) If a quorum exists, action on a matter, other than the election of directors, by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast within the voting group opposing the action, unless the articles of incorporation or this chapter requires a greater number of affirmative votes.     (4) The election of directors is governed by Section 16-10a-728.    Amended by Chapter 378, 2010 General Session