reglab/housing_qa huggingface dataset:
UT Code § 16-10a-905 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 9 - Indemnification|Section 905 - Court-ordered indemnification of directors.

16-10a-905. Court-ordered indemnification of directors.  Unless a corporation's articles of incorporation provide otherwise, a director of the corporation who is or was a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court, after giving any notice the court considers necessary, may order indemnification in the following manner:  (1) if the court determines that the director is entitled to mandatory indemnification under Section 16-10a-903, the court shall order indemnification, in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification; and     (2) 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 16-10a-902 or was adjudged liable as described in Subsection 16-10a-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 16-10a-902(4) is limited to reasonable expenses incurred.    Enacted by Chapter 277, 1992 General Session
UT Code § 16-10a-906 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 9 - Indemnification|Section 906 - Determination and authorization of indemnification of directors.

16-10a-906. Determination and authorization of indemnification of directors.    (1) A corporation may not indemnify a director under Section 16-10a-902 unless authorized and a determination has been made in the specific case that indemnification of the director is permissible in the circumstances because the director has met the applicable standard of conduct set forth in Section 16-10a-902. A corporation may not advance expenses to a director under Section 16-10a-904 unless authorized in the specific case after the written affirmation and undertaking required by Subsections 16-10a-904(1)(a) and (b) are received and the determination required by Subsection 16-10a-904(1)(c) has been made.     (2) The determinations required by Subsection (1) shall be made:   (a) by the board of directors by a majority vote of those present at a meeting at which a quorum is present, and only those directors not parties to the proceeding shall be counted in satisfying the quorum; or     (b) if a quorum cannot be obtained as contemplated in Subsection (2)(a), by a majority vote of a committee of the board of directors designated by the board of directors, which committee shall consist of two or more directors not parties to the proceeding, except that directors who are parties to the proceeding may participate in the designation of directors for the committee;     (c) by special legal counsel:   (i) selected by the board of directors or its committee in the manner prescribed in Subsection (2)(a) or (b); or     (ii) if a quorum of the board of directors cannot be obtained under Subsection (2)(a) and a committee cannot be designated under Subsection (2)(b), selected by a majority vote of the full board of directors, in which selection directors who are parties to the proceeding may participate; or       (d) by the shareholders, by a majority of the votes entitled to be cast by holders of qualified shares present in person or by proxy at a meeting.       (3) A majority of the votes entitled to be cast by the holders of all qualified shares constitutes a quorum for purposes of action that complies with this section. Shareholders' action that otherwise complies with this section is not affected by the presence of holders, or the voting, of shares that are not qualified shares.     (4) Unless authorization is required by the bylaws, authorization of indemnification and advance of expenses shall be made in the same manner as the determination that indemnification or advance of expenses is permissible. However, if the determination that indemnification or advance of expenses is permissible is made by special legal counsel, authorization of indemnification and advance of expenses shall be made by a body entitled under Subsection (2)(c) to select legal counsel.    Amended by Chapter 324, 2010 General Session
UT Code § 16-10a-907 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 9 - Indemnification|Section 907 - Indemnification of officers, employees, fiduciaries, and agents.

16-10a-907. Indemnification of officers, employees, fiduciaries, and agents.  Unless a corporation's articles of incorporation provide otherwise:  (1) an officer of the corporation is entitled to mandatory indemnification under Section 16-10a-903, and is entitled to apply for court-ordered indemnification under Section 16-10a-905, in each case to the same extent as a director;     (2) the corporation may indemnify and advance expenses to an officer, employee, fiduciary, or agent of the corporation to the same extent as to a director; and     (3) a corporation may also indemnify and advance expenses to an officer, employee, fiduciary, or agent who is not a director to a greater extent, if not inconsistent with public policy, and if provided for by its articles of incorporation, bylaws, general or specific action of its board of directors, or contract.    Enacted by Chapter 277, 1992 General Session
UT Code § 16-10a-908 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 9 - Indemnification|Section 908 - Insurance.

16-10a-908. Insurance.  A corporation may purchase and maintain liability insurance on behalf of a person who is or was a director, officer, employee, fiduciary, or agent of the corporation, or who, while serving as a director, officer, employee, fiduciary, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, fiduciary, or agent of another foreign or domestic corporation or other person, or of an employee benefit plan, against liability asserted against or incurred by him in that capacity or arising from his status as a director, officer, employee, fiduciary, or agent, whether or not the corporation would have power to indemnify him against the same liability under Section 16-10a-902, 16-10a-903, or 16-10a-907. 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 corporation has an equity or any other interest through stock ownership or otherwise.  Enacted by Chapter 277, 1992 General Session
UT Code § 16-10a-909 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 9 - Indemnification|Section 909 - Limitations on indemnification of directors.

16-10a-909. Limitations on indemnification of directors.    (1) A provision treating a corporation's indemnification of, or advance for expenses to, directors that is contained in its articles of incorporation or bylaws, in a resolution of its shareholders or board of directors, or in a contract (except an insurance policy) or otherwise, is valid only if and to the extent the provision is not inconsistent with this part. 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 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 277, 1992 General Session
UT Code § 16-10a-1001 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 10 - Amendment of Articles of Incorporation and Bylaws|Section 1001 - Authority to amend.

16-10a-1001. Authority to amend.    (1) A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation or to delete a provision not required in the articles of incorporation. Whether a provision is required or permitted in the articles of incorporation is determined as of the effective date of the amendment.     (2) A shareholder does not have a vested property right resulting from any provision in the articles of incorporation, including any provision relating to management, control, capital structure, purpose, duration of the corporation, or dividend entitlement.    Enacted by Chapter 277, 1992 General Session
UT Code § 16-10a-1002 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 10 - Amendment of Articles of Incorporation and Bylaws|Section 1002 - Amendment by board of directors.

16-10a-1002. Amendment by board of directors.    (1) Unless otherwise provided in the articles of incorporation, a corporation's board of directors may adopt, without shareholder action, one or more amendments to the corporation's articles of incorporation to:   (a) delete the names and addresses of incorporators or initial directors or both from the articles of incorporation;     (b) change the information required by Subsection 16-17-203(1), but an amendment is not required to change the information;     (c) change each issued and unissued authorized share of a class into a greater number of whole shares if the corporation has only shares of that class outstanding;     (d) change the corporate name by adding the word "corporation," "incorporated," or "company," or an abbreviation of these words, or by substituting any such word or abbreviation for a similar word or abbreviation in the name; or     (e) make any other change expressly permitted by this chapter to be made without shareholder action.       (2) The board of directors may adopt, without shareholder action, one or more amendments to the articles of incorporation to change the corporate name, if necessary, in connection with the reinstatement of a corporation pursuant to Section 16-10a-1422.    Amended by Chapter 364, 2008 General Session
UT Code § 16-10a-1005 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 10 - Amendment of Articles of Incorporation and Bylaws|Section 1005 - Amendment before issuance of shares.

16-10a-1005. Amendment before issuance of shares.  If a corporation has not yet issued shares, its board of directors or, if no board of directors has been appointed, its incorporators, may adopt any amendments to the corporation's articles of incorporation.  Enacted by Chapter 277, 1992 General Session
UT Code § 16-10a-1006 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 10 - Amendment of Articles of Incorporation and Bylaws|Section 1006 - Articles of amendment.

16-10a-1006. Articles of amendment.  A corporation amending its articles of incorporation shall deliver to the division for filing articles of amendment setting forth:  (1) the name of the corporation;     (2) the text of each amendment adopted;     (3) if an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself;     (4) the date of each amendment's adoption;     (5) if an amendment was adopted by the incorporators or board of directors without shareholder action, a statement to that effect and that shareholder action was not required; and     (6) if an amendment was approved by the shareholders:   (a) the designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment, and number of votes of each voting group indisputably represented at the meeting; and     (b) either the total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each voting group and a statement that the number of votes cast for the amendment by each voting group entitled to vote separately on the amendment was sufficient for approval by that voting group.      Enacted by Chapter 277, 1992 General Session
UT Code § 16-10a-1007 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 10 - Amendment of Articles of Incorporation and Bylaws|Section 1007 - Restated articles of incorporation.

16-10a-1007. Restated articles of incorporation.    (1) A corporation's board of directors may restate its articles of incorporation at any time with or without shareholder action. A corporation's incorporators may restate its articles of incorporation at any time if the corporation has not issued shares and if no directors have been appointed.     (2) The restatement may include one or more amendments to the articles of incorporation. If the restatement includes an amendment requiring shareholder approval, it must be adopted as provided in Section 16-10a-1003.     (3) If the board of directors submits a restatement for shareholder action, the corporation shall give notice, in accordance with Section 16-10a-705, to each shareholder entitled to vote on the restatement, of the proposed shareholders' meeting at which the restatement will be voted upon. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and the notice shall 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 corporation restating its articles of incorporation shall deliver to the division for filing articles of restatement setting forth:   (a) the name of the corporation;     (b) the text of the restated articles of incorporation;     (c) if the restatement contains an amendment to the articles of incorporation, the information required to be set forth in articles of amendment by Section 16-10a-1006;     (d) if the restatement does not contain an amendment to the articles of incorporation, a statement to that effect; and     (e) if the restatement was adopted by the board of directors or incorporators without shareholder action, a statement as to how the restatement was adopted and that shareholder action was not required.       (5) Upon filing by the division or at any later effective date determined pursuant to Section 16-10a-123, restated articles of incorporation supersede the original articles of incorporation and all prior amendments to them.    Amended by Chapter 378, 2010 General Session
UT Code § 16-10a-1008 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 10 - Amendment of Articles of Incorporation and Bylaws|Section 1008 - Amendment pursuant to reorganization.

16-10a-1008. Amendment pursuant to reorganization.    (1) A corporation's articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan or reorganization ordered or decreed by a court of competent jurisdiction under a statute of the United States if the articles of incorporation after amendment contain only provisions required or permitted by Section 16-10a-202.     (2) For an amendment to the articles of incorporation to be made pursuant to Subsection (1), the individual or individuals designated by the court shall deliver to the division for filing articles of amendment setting forth:   (a) the name of the corporation;     (b) the text of each amendment approved by the court;     (c) the date of the court's order or decree approving the articles of amendment;     (d) the title of the reorganization proceeding in which the order or decree was entered; and     (e) a statement that the court had jurisdiction of the proceeding under a specified statute of the United States.       (3) Shareholders of a corporation undergoing reorganization do not have dissenters' rights except as and to the extent provided in the reorganization plan.     (4) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.    Enacted by Chapter 277, 1992 General Session
UT Code § 16-10a-1008.7 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 10 - Amendment of Articles of Incorporation and Bylaws|Section 1008.7 - Conversion to or from a domestic limited liability company.

 Effective 5/5/2021  16-10a-1008.7. Conversion to or from a domestic limited liability company.    (1)   (a) A corporation may convert to a domestic limited liability company subject to Title 48, Chapter 3a, Utah Revised Uniform Limited Liability Company Act, as appropriate pursuant to Section 48-3a-1405 by complying with:   (i) this Subsection (1); and     (ii) Section 48-3a-1041.       (b) If a corporation converts to a domestic limited liability company in accordance with this Subsection (1), the articles of conversion shall:   (i) comply with Sections 48-3a-1045 and 48-3a-1046; and     (ii) if the corporation has issued shares, provide for:   (A) the cancellation of any issued share; or     (B) the conversion of any issued share to a membership interest in the domestic limited liability company.         (c) Before a statement of conversion, in accordance with Section 48-3a-1045, may be filed with the division, the conversion shall be approved:   (i) in the manner provided for the articles of incorporation or bylaws of the corporation; or     (ii) if the articles of incorporation or bylaws of the corporation do not provide the method for approval:   (A) if the corporation has issued shares, by all of the outstanding shares of all classes of shares of the corporation regardless of limitations or restrictions on the voting rights of the shares; or     (B) if the corporation has not issued shares, by a majority of:   (I) the directors in office at the time that the conversion is approved by the board of directors; or     (II) if directors have not been appointed or elected, the incorporators.             (2) A domestic limited liability company may convert to a corporation subject to this chapter by:   (a) filing articles of incorporation in accordance with this chapter; and     (b) complying with Section 48-3a-1041, as appropriate pursuant to Section 48-3a-1405.      Amended by Chapter 64, 2021 General Session
UT Code § 16-10a-1009 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 10 - Amendment of Articles of Incorporation and Bylaws|Section 1009 - Effect of amendment.

16-10a-1009. Effect of amendment.  An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than shareholders of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.  Enacted by Chapter 277, 1992 General Session
UT Code § 16-10a-1020 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 10 - Amendment of Articles of Incorporation and Bylaws|Section 1020 - Amendment of bylaws by board of directors or shareholders.

16-10a-1020. Amendment of bylaws by board of directors or shareholders.    (1) A corporation's board of directors may amend the corporation's bylaws at any time, except to the extent that the articles of incorporation, the bylaws, or this chapter reserve this power exclusively to the shareholders, in whole or part.     (2) A corporation's shareholders may amend the corporation's bylaws at any time, even though the bylaws may also be amended at any time by the board of directors.    Enacted by Chapter 277, 1992 General Session
UT Code § 16-10a-1021 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 10 - Amendment of Articles of Incorporation and Bylaws|Section 1021 - Bylaw changing quorum or voting requirement for shareholders.

16-10a-1021. Bylaw changing quorum or voting requirement for shareholders.    (1) If authorized by the articles of incorporation or this chapter, the shareholders may adopt, amend, or repeal a bylaw that fixes a greater quorum or voting requirement for shareholders, or voting groups of shareholders, than is required by this chapter. Such action is subject to the provisions of Part 7, Shareholders.     (2) A bylaw that fixes a greater quorum or voting requirement for shareholders under Subsection (1) may not be adopted, amended, or repealed by the board of directors.    Amended by Chapter 85, 2007 General Session
UT Code § 16-10a-1022 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 10 - Amendment of Articles of Incorporation and Bylaws|Section 1022 - Bylaw changing quorum or voting requirement for directors.

16-10a-1022. Bylaw changing quorum or voting requirement for directors.    (1) A bylaw that fixes a greater quorum or voting requirement for the board of directors than is required by this chapter may be amended or repealed:   (a) if originally adopted by the shareholders, only by the shareholders, unless otherwise permitted as contemplated by Subsection (2); or     (b) if originally adopted by the board of directors, by the shareholders or unless otherwise provided in the articles of incorporation or bylaws, by the board of directors.       (2) A bylaw adopted or amended by the shareholders that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.     (3) Action by the board of directors under Subsection (1)(b) to amend or repeal a bylaw that changes the quorum or voting requirement for the board of directors shall meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.    Amended by Chapter 378, 2010 General Session
UT Code § 16-10a-1101 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 11 - Merger and Share Exchange|Section 1101 - Merger.

16-10a-1101. Merger.    (1) A domestic corporation may merge into another entity if:   (a) the board of directors of the domestic corporation adopts and its shareholders, if required by Section 16-10a-1103, approve the plan of merger; and     (b) any other entity that plans to merge approves the plan of merger as provided by the statutes governing the entity.       (2) The plan of merger referred to in Subsection (1) shall set forth:   (a) the name of each entity planning to merge and the name of the surviving entity into which each other entity plans to merge;     (b) the terms and conditions of the merger;     (c) the manner and basis of converting the ownership interests in each entity, in whole or part, into:   (i) ownership interests, obligations, or other securities of the surviving entity or another entity; or     (ii) cash or other property; and       (d) any amendments to the articles of incorporation or organization of the surviving entity to be effected by the merger.       (3) The plan of merger may set forth other provisions relating to the merger.    Amended by Chapter 244, 2011 General Session