reglab/housing_qa huggingface dataset:
UT Code § 3-1-31 (2021)
2021 Utah Code|Title 3 - Uniform Agricultural Cooperative Association Act|Chapter 1 - General Provisions Relating to Agricultural Cooperative Associations|Section 31 - Contents and approval of plan of merger or consolidation.

3-1-31. Contents and approval of plan of merger or consolidation.    (1) The board of directors, board of trustees, or other governing board of each party to the merger or consolidation shall, by resolution adopted by each board, approve a plan of merger or consolidation.     (2) The plan shall contain:   (a) the name of:   (i) each association or corporation proposing to merge or consolidate; and     (ii)   (A) the association or corporation into which they propose to merge or consolidate, also referred to as the surviving corporation; or     (B) the new corporation;         (b) the terms and conditions of the proposed merger or consolidation;     (c) the manner and basis of converting stock or shares of each party to the merger or consolidation, into stock, shares, or other securities or obligations of the surviving or new corporation;     (d) the manner and basis of converting membership interests of each party to the merger into membership interests, stock, shares, or other securities or obligations of the surviving or new corporation;     (e) the manner and basis of converting any certificates of interest, patronage refund certificates, or other interests in any fund, capital investment, savings, or reserve of each party to the merger or consolidation into stock, shares, or other securities or obligations of or certificates of interest, patronage refund certificates, or other interests in any fund, capital investment, savings or reserve of the surviving or new corporation, including any changes to be made in the time and manner of payment of the certificates or interests;     (f) a statement electing whether the surviving or new corporation shall be governed by:   (i) the Uniform Agricultural Cooperative Association Act; or     (ii)Title 16, Chapter 6a, Utah Revised Nonprofit Corporation Act;       (g) a statement of any changes in the articles of incorporation of the surviving or new corporation effected by the merger or consolidation, including changes required by the law governing the surviving or new corporation; and     (h) any other provision relating to the proposed merger or consolidation considered to be necessary or desirable.      Amended by Chapter 300, 2000 General Session
UT Code § 3-1-32 (2021)
2021 Utah Code|Title 3 - Uniform Agricultural Cooperative Association Act|Chapter 1 - General Provisions Relating to Agricultural Cooperative Associations|Section 32 - Notice to members and shareholders of meeting to vote on plan of merger or consolidation.

3-1-32. Notice to members and shareholders of meeting to vote on plan of merger or consolidation.    (1) After approval of the plan under Section 3-1-31, the members or shareholders shall vote on the plan at an annual or special meeting.     (2) The members shall be given written notice specifying:   (a) the place, date, and time of the meeting;     (b) whether the meeting is an annual or a special meeting; and     (c) that a purpose of the meeting is to consider and vote upon the plan of merger or consolidation.       (3) The notice shall be delivered:   (a) at least 20 but not more than 90 days before the date of the meeting;     (b) either personally or by mail, at the discretion of the president, chairman, or secretary of the association or corporation;     (c) to each current member entitled to vote under the articles of incorporation or bylaws of each party to the merger or consolidation, if the party is a cooperative having members; and     (d) to each shareholder entitled to vote under the articles of incorporation or bylaws, of each party to the merger or consolidation having shareholders or stockholders, if the party is not a cooperative.       (4)   (a) If mailed, notice shall be considered to be delivered when deposited in the United States mail, addressed to the member or shareholder at his address as it appears on the membership books or stock transfer books of the association or corporation, with postage prepaid.     (b)   (i) The notice shall include a copy or a summary of the plan of merger or consolidation.     (ii) If a summary is provided, the notice shall state that a copy of the plan of merger or consolidation will be furnished to any member or shareholder upon request and without charge.        Amended by Chapter 203, 1994 General Session
UT Code § 3-1-33 (2021)
2021 Utah Code|Title 3 - Uniform Agricultural Cooperative Association Act|Chapter 1 - General Provisions Relating to Agricultural Cooperative Associations|Section 33 - Determination of members and shareholders entitled to notice of or to vote on plan of merger or consolidation.

3-1-33. Determination of members and shareholders entitled to notice of or to vote on plan of merger or consolidation.    (1) Only current members of associations and shareholders of noncooperative corporations may vote on plans of merger or consolidation.     (2)   (a) To determine members and shareholders entitled to receive notice of and to vote at a meeting, the board of directors, board of trustees, or other governing board of each party to the merger or consolidation may set in advance a record date for the determination of current members and shareholders.     (b) The record date may not be more than 90 days or less than 20 days prior to the date of the meeting.       (3) If no record date is set for the determination of members and shareholders entitled to notice of or to vote at the meeting, the date on which notice of the meeting is mailed shall be the record date for the determination of members and shareholders.     (4) If a determination of members or shareholders entitled to vote at the meeting has been made as provided in this section, the determination shall apply to an adjournment.    Amended by Chapter 202, 1994 General Session
UT Code § 3-1-34 (2021)
2021 Utah Code|Title 3 - Uniform Agricultural Cooperative Association Act|Chapter 1 - General Provisions Relating to Agricultural Cooperative Associations|Section 34 - Quorum at meeting to vote on plan of merger or consolidation.

3-1-34. Quorum at meeting to vote on plan of merger or consolidation.  The current members present or voting by signed ballot, if voting by ballot is allowed by the association's bylaws, of each cooperative association which is a party to the merger or consolidation and the shareholders present or voting by proxy or by delegate of each noncooperative corporation which is a party to the merger or consolidation shall constitute a quorum at the meeting called to vote upon the merger or consolidation unless the plan requires a greater number to constitute a quorum at the meeting.  Amended by Chapter 202, 1994 General Session
UT Code § 3-1-35 (2021)
2021 Utah Code|Title 3 - Uniform Agricultural Cooperative Association Act|Chapter 1 - General Provisions Relating to Agricultural Cooperative Associations|Section 35 - Procedure at meeting to vote on plan of merger or consolidation -- Abandonment of merger or consolidation prior to filing articles.

3-1-35. Procedure at meeting to vote on plan of merger or consolidation -- Abandonment of merger or consolidation prior to filing articles.    (1) At each meeting, a vote of the current members of each cooperative party to the merger or consolidation having members and a vote of the shareholders of each party to the merger or consolidation having stock or shares shall be taken on the proposed plan of merger or consolidation.     (2)   (a) If the articles of incorporation or bylaws of any party to the merger or consolidation provide for the election by members or shareholders at district meetings of delegates to vote at annual or special meetings of the association or noncooperative corporation, these procedures shall be followed, and the vote of the delegates at the meeting where the plan of merger or consolidation is voted on shall be counted in the same way and entitled to the same weight as a vote of the delegates at any other meeting of the association or noncooperative corporation.     (b) Members of cooperative parties may vote in person or by signed ballot, if voting by ballot is allowed in the association's bylaws.     (c) Shareholders or their delegates of noncooperative parties may vote in person or by written proxy.       (3) The plan of merger or consolidation shall be approved by a 2/3 majority of:   (a) the voting members of cooperative parties; and     (b) holders or delegates of holders of the outstanding shares of noncooperative parties.       (4) After approval by a vote of the members and shareholders of each party to the merger or consolidation and prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provisions set forth in the plan of merger or consolidation.    Amended by Chapter 378, 2010 General Session
UT Code § 3-1-36 (2021)
2021 Utah Code|Title 3 - Uniform Agricultural Cooperative Association Act|Chapter 1 - General Provisions Relating to Agricultural Cooperative Associations|Section 36 - Articles of merger or consolidation -- Execution, contents, and filing of articles -- Issuance of certificate of merger or consolidation -- Fees.

3-1-36. Articles of merger or consolidation -- Execution, contents, and filing of articles -- Issuance of certificate of merger or consolidation -- Fees.    (1) Upon approval, articles of merger or consolidation shall be signed in duplicate by each party to the merger or consolidation by its president or a vice president and by its secretary or an assistant secretary and verified by one of the officers of each association and corporation signing the articles.     (2) The articles shall set forth:   (a) the plan of merger or consolidation;     (b) a statement:   (i) of the date of the meeting at which the plan of merger or consolidation was considered and voted upon;     (ii) that a quorum was present at the meeting; and     (iii) that notice of the meeting was given to all members and shareholders entitled to notice;       (c) the number of members entitled to vote and the number of shares outstanding entitled to vote; and     (d) the number of members who voted for and against the plan, respectively, and the number of shares voted for and against the plan, respectively.       (3)   (a) Duplicate originals of the articles of merger or consolidation shall be delivered to the Division of Corporations and Commercial Code and the fee established under Section 63J-1-504 shall be paid.     (b) If the Division of Corporations and Commercial Code finds that the articles conform to law, it shall, after the fees have been paid:   (i) endorse on each of the duplicate originals the word "filed" and the month, day, and year of the filing;     (ii) file one of the duplicate originals in its office; and     (iii) issue a certificate of merger or consolidation, attach the other duplicate original, and return the certificate to the surviving or new corporation, or its representative.        Amended by Chapter 183, 2009 General Session
UT Code § 3-1-37 (2021)
2021 Utah Code|Title 3 - Uniform Agricultural Cooperative Association Act|Chapter 1 - General Provisions Relating to Agricultural Cooperative Associations|Section 37 - Effect of merger or consolidation.

3-1-37. Effect of merger or consolidation.    (1) After the certificate of merger or consolidation is issued by the Division of Corporations and Commercial Code, the merger or consolidation shall be effected.     (2) When the merger or consolidation has been effected:   (a) The associations or corporations which are parties to the plan of merger or consolidation shall be a single corporation designated in the plan of merger or consolidation as the surviving or new corporation.     (b) The separate existence of all associations and corporations which are parties to the merger or consolidation, except the surviving or new corporation, shall cease.     (c) The surviving or new corporation shall have all of the rights, privileges, immunities, and powers and be subject to all the duties and liabilities of a corporation organized under this chapter or under the Utah Nonprofit Corporation and Cooperative Association Act, whichever act or chapter is specified in the plan of merger or consolidation.     (d)   (i) The surviving or new corporation shall possess all rights, privileges, immunities, and franchises of each of the merging associations and corporations.     (ii) All property, debts due, including subscriptions to shares, all other choses in action, and all interests of each of the associations and corporations merged or consolidated, shall be taken, transferred to, and vested in the single corporation immediately.     (iii) The title to or interest in any real estate vested in any of the associations or corporations may not revert or be in any way impaired by the merger or consolidation.       (e)   (i) The surviving or new corporation shall be responsible and liable for all the liabilities and obligations of each of the associations and corporations which merged or consolidated.     (ii) Any claim existing or action or proceeding pending by or against any of the associations and corporations may be prosecuted as if the merger or consolidation had not taken place, or the surviving or new corporation may be substituted in its place.     (iii) The rights of creditors or any liens upon the property of any association or corporation may not be impaired by the merger or consolidation.       (f) The articles of incorporation of the surviving or new corporation may be amended, if changes in the articles of incorporation are stated in the plan of merger or consolidation.      Amended by Chapter 378, 2010 General Session
UT Code § 3-1-38 (2021)
2021 Utah Code|Title 3 - Uniform Agricultural Cooperative Association Act|Chapter 1 - General Provisions Relating to Agricultural Cooperative Associations|Section 38 - Procedure for and effect of merger or consolidation of foreign and domestic corporations or associations.

3-1-38. Procedure for and effect of merger or consolidation of foreign and domestic corporations or associations.    (1) Foreign and domestic corporations or associations may be merged or consolidated if:   (a) the merger or consolidation is permitted by the laws of the state under which the foreign corporation or association is organized; and     (b) the surviving or new corporation will be governed by laws similar to those governing this chapter or the Utah Nonprofit Corporation and Cooperative Association Act.       (2) Each domestic association and corporation shall comply with the provisions of this chapter regarding the merger or consolidation of domestic associations and corporations and each foreign association or corporation shall comply with the applicable provisions of the laws of the state under which it is organized.     (3)   (a) If the surviving or new corporation is to be governed by the laws of any state other than this state, it shall comply with the provisions of the laws of this state regarding foreign corporations.     (b) If the surviving or new corporation is to transact business in this state, it shall file with the Division of Corporations and Commercial Code:   (i) an agreement that it may be served with process in this state in any proceeding for the enforcement of an obligation of a domestic association or corporation which is a party to the merger; and     (ii) an irrevocable appointment of the director of the Division of Corporations and Commercial Code of this state as its agent to accept service of process in the proceeding.         (4)   (a) The effect of the merger or consolidation shall be the same as the merger or consolidation of domestic associations and corporations, if the surviving or new corporation is to be governed by the laws of this state.     (b) If the surviving or new corporation is to be governed by the laws of any state other than this state, the effect of the merger or consolidation shall be the same as the merger or consolidation of domestic associations or corporations, unless otherwise provided by the laws of the other state.       (5) At any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provisions set forth in the plan of merger or consolidation.    Amended by Chapter 203, 1994 General Session
UT Code § 3-1-42 (2021)
2021 Utah Code|Title 3 - Uniform Agricultural Cooperative Association Act|Chapter 1 - General Provisions Relating to Agricultural Cooperative Associations|Section 42 - Association's records.

3-1-42. Association's records.    (1) An association shall keep as permanent records:   (a) minutes of meetings of its members and board of directors;     (b) a record of each action taken by the consent of the members or board of directors without a meeting;     (c) a record of each action taken on behalf of the association by a committee of the board of directors in place of the board of directors; and     (d) a record of waivers of notices of meetings of members, board of directors, or committees of the board of directors.       (2) An association shall maintain:   (a) appropriate accounting records; and     (b) a record of the names and addresses of its members and shareholders.       (3) An association shall maintain its records in written form or in a form capable of being converted into written form within a reasonable time.     (4) An association shall keep a copy of the following records at its principal office:   (a) its most current articles of incorporation;     (b) its most current bylaws;     (c) the minutes of meetings of members, board of directors, and committees for the past three years;     (d) a list of the names and business addresses of its current officers and directors;     (e) its most recent annual reports delivered to the division as provided under Section 3-1-25; and     (f) financial statements prepared for periods ending during the last three years.      Enacted by Chapter 204, 1994 General Session
UT Code § 3-1-43 (2021)
2021 Utah Code|Title 3 - Uniform Agricultural Cooperative Association Act|Chapter 1 - General Provisions Relating to Agricultural Cooperative Associations|Section 43 - Inspection of records.

3-1-43. Inspection of records.    (1) Unless waived by the association, an association's books and records kept pursuant to Subsection 3-1-42(4) may only be inspected and copied by a member or by the member's duly authorized agent or attorney:   (a) during regular business hours;     (b) at the association's principal office; and     (c) if three business days prior written notice was given to the association, and the notice specifies the records which the member desires to inspect.       (2)   (a) The association may impose a reasonable fee, payable in advance, to cover the cost of labor and materials for copies of any documents to be provided to the member.     (b) The fee may not exceed the estimated cost of production or reproduction of the records.       (3) The member or the member's agent or attorney may not disclose to third parties any information obtained from the books and records of the association without the prior written consent of the association.     (4) Nothing in this section shall impair the power of any court of competent jurisdiction to compel the production of the records of the association for examination by a member.     (5) Upon written request of any member of the association, the association shall mail to the member its annual and most recently published financial statements showing in reasonable detail its assets and liabilities and results of operations.    Enacted by Chapter 204, 1994 General Session
UT Code § 3-1-44 (2021)
2021 Utah Code|Title 3 - Uniform Agricultural Cooperative Association Act|Chapter 1 - General Provisions Relating to Agricultural Cooperative Associations|Section 44 - Registered office and agent.

3-1-44. Registered office and agent.    (1) An association shall continuously maintain a registered office in this state. The registered office may be the principal place of business of the association.     (2)   (a) An association shall designate a registered agent.     (b) The registered agent may be a person residing in this state, a domestic corporation, or a foreign corporation authorized to transact business in this state.     (c) The registered agent's address shall be the same as that of the registered office.       (3)   (a) An association shall file a statement with the Division of Corporations and Commercial Code designating or changing its registered office, its registered agent, or both.     (b) The statement in Subsection (3)(a) shall set forth:   (i) the name of the association;     (ii) the address of the association's registered office;     (iii) the name of the association's registered agent and the registered agent's address; and     (iv) a statement that the designation or change was authorized by a resolution of the board of directors.         (4)   (a) A registered agent of an association may resign by filing with the division a signed written notice of resignation, including a statement that a signed copy of the notice has been given to the association at its principal place of business.     (b) The appointment of the agent terminates 30 days after notice is filed with the division.       (5) Service of process, notice, or any demand upon an association shall be made as provided in Title 16, Chapter 17, Model Registered Agents Act.    Amended by Chapter 364, 2008 General Session
UT Code § 3-1-45 (2021)
2021 Utah Code|Title 3 - Uniform Agricultural Cooperative Association Act|Chapter 1 - General Provisions Relating to Agricultural Cooperative Associations|Section 45 - Sale, mortgage, and lease of assets.

3-1-45. Sale, mortgage, and lease of assets.    (1)   (a) The association may sell, lease, exchange, mortgage, pledge, dispose of, or repay a debt with any of the property and assets of an association, if this action is made in the usual and regular course of business of the association.     (b) The action taken under Subsection (1)(a) may be made upon the terms and conditions and for consideration as are authorized by the board of directors.       (2) Consideration may include money or property, real or personal, including shares of any other association or corporation, domestic or foreign, as is authorized by the association's board of directors.     (3) If the articles of incorporation provide for the mortgage or pledge of the property of the association by its directors, then the mortgage or pledge of all, or substantially all, of the property or assets, with or without the good will of an association, is considered to be made in the usual and regular course of its business.     (4) If the action taken under Subsection (1) is not made in the usual regular course of the association's business, the action may still be taken if the following requirements are complied with:   (a) The board of directors shall adopt a resolution recommending the action, and the members shall vote at an annual or special meeting of members.     (b) Written or printed notice of the meeting shall be given to each member entitled to vote as provided in this chapter.     (c)   (i) At the meeting in which the action is considered, the members may authorize the action described in Subsection (1) and set the terms, or may authorize the board of directors to set the terms, conditions, and consideration to be received by the association.     (ii) A two-thirds majority vote of the members is required to approve the action specified in Subsection (1).       (d) The board of directors may abandon the action, even if approved by the members, subject to the rights of third parties under any related contracts, without further action or approval by members.      Amended by Chapter 324, 2010 General Session