reglab/statecodes huggingface dataset:
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 7 - Member Meetings and Voting › Section 704 - Notice of meeting.

16-6a-704.
Notice of meeting.
(1) A nonprofit corporation shall give to each member entitled to vote at the meeting notice consistent with its bylaws of meetings of members in a fair and reasonable manner.
(2) Any notice that conforms to the requirements of Subsection (3) is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered.
(3) Notice is fair and reasonable if:
(a) the nonprofit corporation notifies its members of the place, date, and time of each annual, regular, and special meeting of members:
(i) no fewer than 10 days before the meeting;
(ii) if notice is mailed by other than first-class or registered mail, no fewer than 30 days, nor more than 60 days before the meeting date; and
(iii) if notice is given:
(A) by newspaper as provided in Subsection 16-6a-103(2)(b)(i)(A), by publication three separate times with:
(I) the first of the publications no more than 60 days before the meeting date; and
(II) the last of the publications no fewer than 10 days before the meeting date; and
(B)
(I) by publication in accordance with Section 45-1-101; and
(II) as provided in Subsection 16-6a-103(2)(b)(i)(B), for 60 days before the meeting date;
(b) the notice of an annual or regular meeting includes a description of any matter or matters that:
(i) must be approved by the members; or
(ii) for which the members' approval is sought under Sections 16-6a-825, 16-6a-910, 16-6a-1003, 16-6a-1010, 16-6a-1102, 16-6a-1202, and 16-6a-1402; and
(c) unless otherwise provided by this chapter or the bylaws, the notice of a special meeting includes a description of the purpose or purposes for which the meeting is called.
(4)
(a) Unless otherwise provided by the bylaws, if an annual, regular, or special meeting of members is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place, if the new date, time, or place is announced at the meeting before adjournment.
(b) Notwithstanding Subsection (4)(a), if a new record date for the adjourned meeting is or shall be fixed under Section 16-6a-706, notice of the adjourned meeting shall be given under this section to the members of record as of the new record date.
(5) When giving notice of an annual, regular, or special meeting of members, a nonprofit corporation shall give notice of a matter a member intends to raise at the meeting if:
(a) requested in writing to do so by a person entitled to call a special meeting; and
(b) the request is received by the secretary or president of the nonprofit corporation at least 10 days before the nonprofit corporation gives notice of the meeting.
Amended by Chapter 388, 2009 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 7 - Member Meetings and Voting › Section 705 - Waiver of notice.

Effective 5/12/2015
16-6a-705.
Waiver of notice.
(1)
(a) A member may waive any notice required by this chapter or by the bylaws, whether before or after the date or time stated in the notice as the date or time when any action will occur or has occurred.
(b) A waiver described in Subsection (1) shall be:
(i) in writing;
(ii) signed by the member entitled to the notice; and
(iii) delivered to the nonprofit corporation for:
(A) inclusion in the minutes; or
(B) filing with the corporate records.
(c) A waiver satisfies the requirements of Subsection (1)(b) if communicated by electronic transmission.
(d) The delivery and filing required under Subsection (1)(b) may not be conditions of the effectiveness of the waiver.
(2) A member's attendance at a meeting:
(a) waives objection to lack of notice or defective notice of the meeting, unless the member 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 purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented.
Amended by Chapter 240, 2015 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 7 - Member Meetings and Voting › Section 708 - Meetings by telecommunication.

16-6a-708.
Meetings by telecommunication.
(1) Unless otherwise provided in the bylaws, any or all of the members may participate in an annual, regular, or special meeting of the members by, or the meeting may be conducted through the use of, any means of communication by which all persons participating in the meeting may hear each other during the meeting.
(2) A member participating in a meeting by a means permitted under Subsection (1) is considered to be present in person at the meeting.
Enacted by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 7 - Member Meetings and Voting › Section 711 - Voting entitlement generally.

Effective 5/12/2015
16-6a-711.
Voting entitlement generally.
(1) Unless otherwise provided by the bylaws:
(a) only voting members may vote with respect to any matter required or permitted under this chapter to be submitted to a vote of the members;
(b) all references in this chapter to votes of or voting by the members permit voting only by the voting members; and
(c) voting members may vote with respect to all matters required or permitted under this chapter to be submitted to a vote of the members.
(2) Unless otherwise provided by the bylaws, each member entitled to vote may cast:
(a) one vote on each matter submitted to a vote of members for nonprofit corporations other than those in Subsection (2)(b); and
(b) one vote for each share held by the member on each matter submitted for a vote of members if the nonprofit corporation issues shares to its members.
(3) Unless otherwise provided by the bylaws, if a membership stands of record in the names of two or more persons, the membership's acts with respect to voting have the following effect:
(a) If only one votes, the act binds all of the persons whose membership is jointly held.
(b) If more than one votes, the vote is divided on a pro-rata basis.
Amended by Chapter 240, 2015 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 7 - Member Meetings and Voting › Section 712 - Proxies.

Effective 5/12/2015
16-6a-712.
Proxies.
(1) Unless otherwise provided by the bylaws, a member entitled to vote may vote or otherwise act in person or by proxy.
(2) Without limiting the manner in which a member may appoint a proxy to vote or otherwise act for the member, Subsections (2)(a) and (b) constitute valid means of appointing a proxy.
(a) A member may appoint a proxy by signing an appointment form, either personally or by the member's attorney-in-fact.
(b)
(i) Subject to Subsection (2)(b)(ii) a member may appoint a proxy by transmitting or authorizing the transmission of a telegram, teletype, facsimile, or other electronic transmission providing a written statement of the appointment to:
(A) the proxy;
(B) a proxy solicitor;
(C) a proxy support service organization;
(D) another person duly authorized by the proxy to receive appointments as agent for the proxy; or
(E) the nonprofit corporation.
(ii) An appointment transmitted under Subsection (2)(b)(i) shall set forth or be transmitted with written evidence from which it can be determined that the member transmitted or authorized the transmission of the appointment.
(3)
(a) An appointment of a proxy is effective against the nonprofit corporation when received by the nonprofit corporation, including receipt by the nonprofit corporation of an appointment transmitted pursuant to Subsection (2)(b).
(b) An appointment is valid for 11 months unless a different period is expressly provided in the appointment form.
(4) Any complete copy, including an electronic transmission, of an appointment of a proxy may be substituted for or used in lieu of the original appointment for any purpose for which the original appointment could be used.
(5) An appointment of a proxy is revocable by the member.
(6) An appointment of a proxy is revoked by the person appointing the proxy:
(a) attending any meeting and voting in person; or
(b) signing and delivering to the secretary or other officer or agent authorized to tabulate proxy votes:
(i) a writing stating that the appointment of the proxy is revoked; or
(ii) a subsequent appointment form.
(7) The death or incapacity of the member appointing a proxy does not affect the right of the nonprofit corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises the proxy's authority under the appointment.
(8) Subject to Section 16-6a-713 and to any express limitation on the proxy's authority appearing on the appointment form, a nonprofit corporation is entitled to accept the proxy's vote or other action as that of the member making the appointment.
Amended by Chapter 240, 2015 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 7 - Member Meetings and Voting › Section 714 - Quorum and voting requirements for voting groups.

16-6a-714.
Quorum and voting requirements for voting groups.
(1)
(a) Members entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those members exists with respect to that matter.
(b) Unless otherwise provided in this chapter or in accordance with Section 16-6a-716, at a meeting of the voting group, the members of the voting group that are represented for any purpose at the meeting constitute a quorum of that voting group for action on a matter.
(2) Once a member is represented for any purpose at a meeting, including the purpose of determining that a quorum exists, the member is considered present for quorum purposes:
(a) for the remainder of the meeting; and
(b) for any adjournment of that meeting, unless:
(i) otherwise provided in the bylaws; or
(ii) a new record date is or shall be set for that adjourned meeting.
(3) Action on a matter other than the election of directors by a voting group is approved if:
(a) a quorum exists;
(b) the votes cast within the voting group favoring the action exceed the votes cast within the voting group opposing the action; and
(c) a greater number of affirmative votes is not required by this chapter or the bylaws.
(4) The election of directors is governed by Section 16-6a-717.
Amended by Chapter 13, 2001 Special Session 1
Amended by Chapter 13, 2001 Special Session 1
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 7 - Member Meetings and Voting › Section 715 - Action by single and multiple voting groups.

16-6a-715.
Action by single and multiple voting groups.
(1) If this chapter or the bylaws provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in Section 16-6a-714.
(2)
(a) If this chapter or the bylaws provide for voting by two or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in Section 16-6a-714.
(b) One voting group may vote on a matter even though no action is taken by another voting group entitled to vote on the matter.
Enacted by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 7 - Member Meetings and Voting › Section 716 - Greater quorum or voting requirements.

Effective 5/3/2023
16-6a-716.
Greater quorum or voting requirements.
(1) The articles of incorporation or bylaws may provide for a greater:
(a) quorum requirement for members or voting groups than is provided for by this chapter; or
(b) voting requirement for members or voting groups than is provided by this chapter.
(2) Except as provided in Subsection (3), an amendment to the articles of incorporation or the bylaws that adds, changes, or deletes a greater quorum or voting requirement shall meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the greater of the quorum and voting requirements:
(a) then in effect; or
(b) proposed to be adopted.
(3) Notwithstanding Subsection (2), a nonprofit organization that is affiliated with a religious organization may make an amendment to the nonprofit organization's articles of incorporation or bylaws in accordance with the direction of the religious organization's religious authorities.
Amended by Chapter 191, 2023 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 7 - Member Meetings and Voting › Section 717 - Voting for directors -- Cumulative voting.

16-6a-717.
Voting for directors -- Cumulative voting.
(1) If the bylaws provide for cumulative voting for directors by the voting members, voting members may cumulatively vote, by:
(a) multiplying the number of votes the voting members are entitled to cast by the number of directors for whom they are entitled to vote; and
(b)
(i) casting the product for a single candidate; or
(ii) distributing the product among two or more candidates.
(2) Cumulative voting is not authorized at a particular meeting unless:
(a) the meeting notice or statement accompanying the notice states that cumulative voting will take place; or
(b)
(i) a voting member gives notice during the meeting and before the vote is taken of the voting member's intent to cumulate votes; and
(ii) if one voting member gives this notice, all other voting members participating in the election are entitled to cumulate their votes without giving further notice.
(3)
(a) Unless otherwise provided in the bylaws, in an election of multiple directors, that number of candidates equaling the number of directors to be elected, having the highest number of votes cast in favor of their election, are elected to the board of directors.
(b) Unless otherwise provided in the bylaws, when only one director is being voted upon, the candidate having the highest number of votes cast in his or her favor is elected to the board of directors.
Amended by Chapter 127, 2001 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 7 - Member Meetings and Voting › Section 718 - Voting agreements.

16-6a-718.
Voting agreements.
(1) Two or more members may provide for the manner in which they will vote by signing an agreement for that purpose.
(2) A voting agreement created under this section is specifically enforceable.
Enacted by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 8 - Directors and Officers › Section 801 - Requirement for board of directors.

Effective 5/12/2015
16-6a-801.
Requirement for board of directors.
(1) A nonprofit corporation shall have a board of directors.
(2)
(a) Except as may otherwise be provided in this chapter, including Subsection (2)(b), all corporate powers shall be exercised by or under the authority of, and the business and affairs of the nonprofit corporation managed under the direction of, the board of directors.
(b)
(i) The articles of incorporation may authorize one or more persons to exercise some or all of the powers that would otherwise be exercised by the board of directors.
(ii) To the extent the articles of incorporation authorize a person other than the board of directors to have the authority and perform a duty of the board of directors, the directors shall be relieved to that extent from such authority and duty.
(3) The board of directors may be divided into classes, each with such respective rights and duties as the articles of incorporation or bylaws may provide.
(4) The board of directors and the directors may be known by any other name designated in the bylaws.
Amended by Chapter 240, 2015 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 8 - Directors and Officers › Section 802 - Qualifications of directors.

16-6a-802.
Qualifications of directors.
(1) A director shall be:
(a) a natural person; and
(b) 18 years of age or older.
(2) The bylaws may prescribe other qualifications for directors in addition to the requirements under Subsection (1).
(3) A director need not be a resident of this state or a member of the nonprofit corporation unless required by the bylaws.
Enacted by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 8 - Directors and Officers › Section 803 - Number of directors.

16-6a-803.
Number of directors.
(1) A board of directors shall consist of three or more directors, with the number specified in, or fixed in accordance with, the bylaws.
(2)
(a) The bylaws may establish, or permit the voting members or the board of directors to establish, a range for the size of the board of directors by fixing a minimum and maximum number of directors.
(b) If a range for the size of the board of directors is established in accordance with Subsection (2)(a), the number of directors may be fixed or changed from time to time within the range by:
(i) the voting members; or
(ii) the board of directors.
Enacted by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 8 - Directors and Officers › Section 804 - Election, appointment, and designation of directors.

16-6a-804.
Election, appointment, and designation of directors.
(1)
(a) All directors except the initial directors shall be elected, appointed, or designated as provided in the bylaws.
(b) If no method of election, appointment, or designation is set forth in the bylaws, the directors other than the initial directors shall be elected as follows:
(i) if the nonprofit corporation has voting members, all directors except the initial directors shall be elected by the voting members at each annual meeting of the voting members; and
(ii) if the nonprofit corporation does not have voting members, all directors except the initial directors shall be elected by the board of directors.
(2)
(a) The bylaws may authorize the election of all or a specified number or portion of directors, except the initial directors, by:
(i) the members of one or more voting groups of voting members; or
(ii) the directors of one or more authorized classes of directors.
(b) A class of voting members or directors entitled to elect one or more directors is a separate voting group for purposes of the election of directors.
(3) The bylaws may authorize the appointment of one or more directors by one or more persons, or by the holder of the office or position, as the bylaws shall specify.
(4) The bylaws may provide for election of directors by voting members or delegates:
(a) on the basis of chapter or other organizational unit;
(b) by region or other geographic unit;
(c) by preferential voting; or
(d) by any other reasonable method.
(5) For purposes of this chapter, designation occurs when the bylaws:
(a) name an individual as a director; or
(b) designate the holder of some office or position as a director.
Enacted by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 8 - Directors and Officers › Section 805 - Terms of directors generally.

16-6a-805.
Terms of directors generally.
(1)
(a) The bylaws may specify the terms of directors.
(b) In the absence of any term specified in the bylaws, the term of each director shall be one year.
(c) Unless otherwise provided in the bylaws, directors may be elected for successive terms.
(2) Unless otherwise provided in the bylaws, the terms of the initial directors of a nonprofit corporation expire at the first meeting at which directors are elected or appointed.
(3) A decrease in the number of directors or in the term of office does not shorten an incumbent director's term.
(4) Unless otherwise provided in the bylaws, the term of a director filling a vacancy expires at the end of the unexpired term that the director is filling, except that if a director is elected to fill a vacancy created by reason of an increase in the number of directors, the term of the director shall expire on the later of:
(a) the next meeting at which directors are elected; or
(b) the term, if any, designated for the director at the time of the creation of the position being filled.
(5) Unless otherwise provided in the bylaws, despite the expiration of a director's term, a director continues to serve until:
(a) the director's successor is elected, appointed, or designated and qualifies; or
(b) there is a decrease in the number of directors.
(6) A director whose term has expired may deliver to the division for filing a statement to that effect pursuant to Section 16-6a-1608.
Amended by Chapter 127, 2001 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 8 - Directors and Officers › Section 806 - Staggered terms for directors.

16-6a-806.
Staggered terms for directors.
(1) The bylaws may provide for staggering the terms of directors by dividing the total number of directors into any number of groups.
(2) The terms of office of the several groups permitted under Subsection (1) need not be uniform.
Enacted by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 8 - Directors and Officers › Section 807 - Resignation of directors.

Effective 5/12/2015
16-6a-807.
Resignation of directors.
(1) A director may resign at any time by giving written notice of resignation to the board's chair, the nonprofit corporation's secretary, or as otherwise provided in the bylaws.
(2) A resignation of a director is effective when the notice is received by the nonprofit corporation unless the notice specifies a later effective date.
(3) A director who resigns may deliver to the division for filing a statement that the director resigns pursuant to Section 16-6a-1608.
(4) The failure to attend or meet obligations shall be effective as a resignation at the time of the board of director's vote to confirm the failure if:
(a) at the beginning of a director's term on the board, the bylaws provide that a director may be considered to have resigned for failing to:
(i) attend a specified number of board meetings; or
(ii) meet other specified obligations of directors; and
(b) the failure to attend or meet obligations is confirmed by an affirmative vote of the board of directors.
Amended by Chapter 240, 2015 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 8 - Directors and Officers › Section 808 - Removal of directors.

Effective 5/12/2015
16-6a-808.
Removal of directors.
(1) Directors elected by voting members or directors may be removed as provided in Subsections (1)(a) through (f).
(a) The voting members may remove one or more directors elected by them with or without cause unless the bylaws provide that directors may be removed only for cause.
(b) If a director is elected by a voting group, only that voting group may participate in the vote to remove that director.
(c) Unless otherwise provided in the bylaws, a director may be removed:
(i) when the director is elected by the voting members, only if a majority of the voting members votes to remove the director; or
(ii) when the director is elected by a voting group, only if a majority of the voting group votes to remove the director.
(d) A director elected by voting members may be removed by the voting members only:
(i) at a meeting called for the purpose of removing that director; and
(ii) if the meeting notice states that the purpose, or one of the purposes, of the meeting is removal of the director.
(e) An entire board of directors may be removed under Subsections (1)(a) through (d).
(f)
(i) Except as provided in Subsection (1)(f)(ii), a director elected by the board of directors may be removed with or without cause by the vote of a majority of the directors then in office or such greater number as is set forth in the bylaws.
(ii) A director elected by the board of directors to fill the vacancy of a director elected by the voting members may be removed without cause by the voting members but not the board of directors.
(g) A director who is removed pursuant to this section may deliver to the division for filing a statement to that effect pursuant to Section 16-6a-1608.
(2) Unless otherwise provided in the bylaws:
(a) an appointed director may be removed without cause by the person appointing the director;
(b) the person described in Subsection (2)(a) shall remove the director by giving written notice of the removal to:
(i) the director; and
(ii) the nonprofit corporation; and
(c) unless the written notice described in Subsection (2)(b) specifies a future effective date, a removal is effective when the notice is received by both:
(i) the director to be removed; and
(ii) the nonprofit corporation.
(3) A designated director, as provided in Subsection 16-6a-804(5), may be removed by an amendment to the bylaws deleting or changing the designation.
(4) Removal of a director under this section is not affected by Subsection 16-6a-805(5).
Amended by Chapter 240, 2015 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 8 - Directors and Officers › Section 809 - Removal of directors by judicial proceeding.

Superseded 7/1/2024
16-6a-809.
Removal of directors by judicial proceeding.
(1)
(a) The applicable court may remove a director in a proceeding commenced either by the nonprofit corporation or by voting members holding at least 10% of the votes entitled to be cast in the election of the director's successor if the court finds that:
(i) the director engaged in:
(A) fraudulent or dishonest conduct; or
(B) gross abuse of authority or discretion with respect to the nonprofit corporation; or
(ii)
(A) a final judgment has been entered finding that the director has violated a duty set forth in Section 16-6a-822; and
(B) removal is in the best interests of the nonprofit corporation.
(b) For purposes of this Subsection (1), the applicable court is the:
(i) district court of the county in this state where a nonprofit corporation's principal office is located; or
(ii) if the nonprofit corporation has no principal office in this state:
(A) the district court of the county in which its registered office is located; or
(B) if the nonprofit corporation has no registered office, the district court for Salt Lake County.
(2) The court that removes a director may bar the director for a period prescribed by the court from:
(a) reelection;
(b) reappointment; or
(c) designation.
(3) If voting members commence a proceeding under Subsection (1), the voting members shall make the nonprofit corporation a party defendant.
(4) A director who is removed pursuant to this section may deliver to the division for filing a statement to that effect pursuant to Section 16-6a-1608.
Amended by Chapter 9, 2001 General Session
Amended by Chapter 127, 2001 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 8 - Directors and Officers › Section 809 - Removal of directors by judicial proceeding.

Effective 7/1/2024
16-6a-809.
Removal of directors by judicial proceeding.
(1)
(a) A court may remove a director, in an action brought by the nonprofit corporation or by voting members holding at least 10% of the votes entitled to be cast in the election of the director's successor, if the court finds that:
(i) the director engaged in:
(A) fraudulent or dishonest conduct; or
(B) gross abuse of authority or discretion with respect to the nonprofit corporation; or
(ii)
(A) a final judgment has been entered finding that the director has violated a duty set forth in Section 16-6a-822; and
(B) removal is in the best interests of the nonprofit corporation.
(2) The court that removes a director may bar the director for a period prescribed by the court from:
(a) reelection;
(b) reappointment; or
(c) designation.
(3) If voting members commence a proceeding under Subsection (1), the voting members shall make the nonprofit corporation a party defendant.
(4) A director who is removed pursuant to this section may deliver to the division for filing a statement to that effect pursuant to Section 16-6a-1608.
Amended by Chapter 401, 2023 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 8 - Directors and Officers › Section 810 - Vacancy on board.

16-6a-810.
Vacancy on board.
(1) Unless otherwise provided in the bylaws, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:
(a) the voting members, if any, may fill the vacancy;
(b) the board of directors may fill the vacancy; or
(c) if the directors remaining in office constitute fewer than a quorum of the board of directors, the remaining directors may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
(2) Notwithstanding Subsection (1), unless otherwise provided in the bylaws, if the vacant office was held by a director elected by a voting group of voting members:
(a) if one or more of the remaining directors were elected by the same voting group of voting members:
(i) only the directors elected by the same voting group of voting members are entitled to vote to fill the vacancy if it is filled by directors; and
(ii) the directors elected by the same voting group of voting members may fill the vacancy by the affirmative vote of a majority of the directors remaining in office; and
(b) only that voting group is entitled to vote to fill the vacancy if it is filled by the voting members.
(3) Notwithstanding Subsection (1) and unless otherwise provided in the bylaws, only the directors elected by the same voting group of directors are entitled to vote to fill the vacancy if:
(a) the vacant office was held by a director elected by a voting group of directors; and
(b) any persons in that voting group remain as directors.
(4) Unless otherwise provided in the bylaws, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy.
(5)
(a) If a vacant office was held by a designated director, as provided in Subsection 16-6a-804(5), the vacancy shall be filled as provided in the bylaws.
(b) In the absence of an applicable bylaw provision, the vacancy may not be filled by the board.
(6) A vacancy that will occur at a specific later date by reason of a resignation effective at a later date under Subsection 16-6a-807(2) or otherwise, may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.
Enacted by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 8 - Directors and Officers › Section 812 - Meetings.

16-6a-812.
Meetings.
(1) Unless the bylaws eliminate the requirement for holding an annual meeting, a nonprofit corporation that does not have voting members shall hold a meeting of the directors annually:
(a) at a time and date stated in or fixed in accordance with the bylaws; or
(b) if a time and date is not stated in or fixed in accordance with the bylaws, at a time and date stated in or fixed in accordance with a resolution of the board of directors.
(2) The board of directors may hold regular or special meetings in or out of this state.
(3)
(a) Unless otherwise provided in the bylaws, the board of directors may permit any director to participate in a meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may hear each other during the meeting.
(b) A director participating in a meeting by a means permitted under Subsection (2) is considered to be present in person at the meeting.
(4) The failure to hold an annual or regular meeting at the time and date determined pursuant to Subsection (1) or (2) does not:
(a) affect the validity of any corporate action; or
(b) result in forfeiture or dissolution of the nonprofit corporation.
Amended by Chapter 228, 2006 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 8 - Directors and Officers › Section 814 - Notice of meeting.

Effective 5/12/2015
16-6a-814.
Notice of meeting.
(1)
(a) A nonprofit corporation shall give to each director entitled to vote at an annual meeting notice of the annual meeting consistent with the nonprofit corporation's bylaws in a fair and reasonable manner.
(b) Any notice that conforms to the requirements of Subsection (1)(c) is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered.
(c) Notice under Subsection (1)(a) is fair and reasonable if the nonprofit corporation notifies each director of the place, date, and time of the annual meeting:
(i) no fewer than 10 days before the meeting, unless otherwise provided by the bylaws;
(ii) if notice is mailed by other than first-class or registered mail, no fewer than 30 days, nor more than 60 days before the meeting date; and
(iii) if notice is given:
(A) by newspaper as provided in Subsection 16-6a-103(2)(b)(i)(A), by publication three separate times with:
(I) the first of the publications no more than 60 days before the meeting date; and
(II) the last of the publications no fewer than 10 days before the meeting date; and
(B)
(I) as provided in Subsection 16-6a-103(2)(b)(i)(B); and
(II) for 60 days before the meeting date.
(2) Unless otherwise provided in this chapter or in the bylaws, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting.
(3)
(a) Unless the bylaws provide for a longer or shorter period, special meetings of the board of directors shall be preceded by at least two days notice of the date, time, and place of the meeting.
(b) The notice required by Subsection (3)(a) need not describe the purpose of the special meeting unless otherwise required by this chapter or the bylaws.
Amended by Chapter 240, 2015 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 8 - Directors and Officers › Section 815 - Waiver of notice.

Effective 5/12/2015
16-6a-815.
Waiver of notice.
(1)
(a) A director may waive any notice of a meeting before or after the time and date of the meeting stated in the notice.
(b) Except as provided by Subsection (2), the waiver shall be:
(i) in writing;
(ii) signed by the director entitled to the notice; and
(iii) delivered to the nonprofit corporation for filing with the corporate records.
(c) A waiver satisfies the requirements of Subsection (1)(b) if communicated by electronic transmission.
(d) The delivery and filing required by Subsection (1)(b) may not be conditions of the effectiveness of the waiver.
(2) A director's attendance at or participation in a meeting waives any required notice to that director of the meeting unless:
(a)
(i) at the beginning of the meeting or promptly upon the director's later arrival, the director objects to holding the meeting or transacting business at the meeting because of lack of notice or defective notice; and
(ii) after objecting, the director does not vote for or assent to action taken at the meeting; or
(b) if special notice was required of a particular purpose pursuant to Subsection 16-6a-814(3):
(i) the director objects to transacting business with respect to the purpose for which the special notice was required; and
(ii) after objecting, the director does not vote for or assent to action taken at the meeting with respect to the purpose.
Amended by Chapter 240, 2015 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 8 - Directors and Officers › Section 816 - Quorum and voting.

16-6a-816.
Quorum and voting.
(1) Unless a greater or lesser number is required by the bylaws, a quorum of a board of directors consists of a majority of the number of directors in office immediately before the meeting begins.
(2) The bylaws may authorize a quorum of a board of directors to consist of:
(a) no fewer than:
(i) one-third of the number of directors fixed if the nonprofit corporation has a fixed board size; and
(ii) no fewer than two directors in all circumstances;
(b) if a range for the size of the board is established pursuant to Subsection 16-6a-803(2), no fewer than one-third of the number of directors:
(i) fixed in accordance with Subsection 16-6a-803(2); or
(ii) in office immediately before the meeting begins, if no number is fixed in accordance with Subsection 16-6a-803(2).
(3) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the vote of a greater number of directors is required by this chapter or the bylaws.
(4)
(a) If provided in the bylaws, for purposes of determining a quorum with respect to a particular proposal, and for purposes of casting a vote for or against a particular proposal, a director may be considered to be present at a meeting and to vote if the director has granted a signed written proxy:
(i) to another director who is present at the meeting; and
(ii) authorizing the other director to cast the vote that is directed to be cast by the written proxy with respect to the particular proposal that is described with reasonable specificity in the proxy.
(b) Except as provided in this Subsection (4) and as permitted by Section 16-6a-813, directors may not vote or otherwise act by proxy.
(c) Notwithstanding Subsection (4)(a), a director may grant a proxy to a person who is not a director if:
(i) permitted by the bylaws; and
(ii) the proxy meets all other requirements of Subsection (4)(a).
(5) A director who is present at a meeting of the board of directors when corporate action is taken is considered to have assented to all action taken at the meeting unless:
(a)
(i) the director objects at the beginning of the meeting, or promptly upon the director's arrival, to holding the meeting or transacting business at the meeting; and
(ii) after objecting, the director does not vote for or assent to any action taken at the meeting;
(b) the director contemporaneously requests that the director's dissent or abstention as to any specific action taken be entered in the minutes of the meeting; or
(c) the director causes written notice of the director's dissent or abstention as to any specific action to be received by:
(i) the presiding officer of the meeting before adjournment of the meeting; or
(ii) the nonprofit corporation promptly after adjournment of the meeting.
(6) The right of dissent or abstention pursuant to Subsection (5) as to a specific action is not available to a director who votes in favor of the action taken.
Amended by Chapter 386, 2009 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 8 - Directors and Officers › Section 817 - Committees of the board.

Effective 5/12/2015
16-6a-817.
Committees of the board.
(1) Unless otherwise provided in the bylaws, the board of directors may:
(a) create one or more committees of the board; and
(b) appoint two or more directors to serve on the committees created under Subsection (1)(a).
(2) Unless otherwise provided in the bylaws, the creation of a committee of the board and appointment of directors to it shall be approved by the greater of:
(a) a majority of all the directors in office when the action is taken; or
(b) the number of directors required by the bylaws to take action under Section 16-6a-816.
(3) Unless otherwise provided in the bylaws, a committee of the board and the members of the committee are subject to Sections 16-6a-812 through 16-6a-816, which govern:
(a) meetings;
(b) action without meeting;
(c) notice;
(d) waiver of notice; and
(e) quorum and voting requirements.
(4) To the extent stated in the bylaws or by the board of directors, each committee of the board shall have the authority of the board of directors as described in Section 16-6a-801, except that a committee of the board may not:
(a) authorize distributions;
(b) approve or propose to members any action required by this chapter to be approved by members;
(c) elect, appoint, or remove a director;
(d) amend articles of incorporation;
(e) adopt, amend, or repeal bylaws;
(f) approve a plan of conversion or a plan of merger not requiring member approval; or
(g) approve a sale, lease, exchange, or other disposition of all, or substantially all, of its property, with or without goodwill, otherwise than in the usual and regular course of business.
(5) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in Section 16-6a-822.
(6)
(a) Subject to Subsection (6)(b), nothing in this part shall prohibit or restrict a nonprofit corporation from establishing in its bylaws or by action of the board of directors or otherwise one or more committees, advisory boards, auxiliaries, or other bodies of any kind:
(i) having the members and rules of procedure as the bylaws or board of directors may provide;
(ii) established to provide the advice, service, and assistance to the nonprofit corporation as may be specified in the bylaws or by the board of directors; and
(iii) established to carry out the duties and responsibilities for the nonprofit corporation, as may be specified in the bylaws or by the board of directors.
(b) Notwithstanding Subsection (6)(a), if any committee or other body established under Subsection (6)(a) has one or more members who are entitled to vote on committee matters and who are not then also directors, the committee or other body may not exercise any power or authority reserved to the board of directors, in this chapter or in the bylaws.
Amended by Chapter 240, 2015 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 8 - Directors and Officers › Section 818 - Officers.

16-6a-818.
Officers.
(1)
(a) A nonprofit corporation shall have the officers designated:
(i) in its bylaws; or
(ii) by the board of directors in a manner not inconsistent with the bylaws.
(b) An officer shall be:
(i) a natural person; and
(ii) 18 years of age or older.
(c) An officer need not be a director or a member of the nonprofit corporation, unless the bylaws so prescribe.
(2)
(a) An officer may be appointed by the board of directors or in such other manner as the board of directors or bylaws may provide.
(b) An appointed officer may appoint one or more officers or assistant officers if authorized by:
(i) the bylaws; or
(ii) the board of directors.
(3) The bylaws or the board of directors shall delegate to the secretary or to one or more other persons responsibility for:
(a) the preparation and maintenance of:
(i) minutes of the directors' and members' meetings; and
(ii) other records and information required to be kept by the nonprofit corporation under Section 16-6a-1601; and
(b) authenticating records of the nonprofit corporation.
(4) The same individual may simultaneously hold more than one office in a nonprofit corporation.
Enacted by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 8 - Directors and Officers › Section 819 - Duties of officers.

16-6a-819.
Duties of officers.
Each officer shall have the authority and shall perform the duties set forth with respect to the office:
(1) in the bylaws; or
(2) to the extent not inconsistent with the bylaws, prescribed with respect to the office by:
(a) the board of directors; or
(b) an officer authorized by the board of directors.
Enacted by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 8 - Directors and Officers › Section 820 - Resignation and removal of officers.

16-6a-820.
Resignation and removal of officers.
(1) An officer may resign at any time by giving written notice of resignation to the nonprofit corporation.
(2) A resignation of an officer is effective when the notice is received by the nonprofit corporation unless the notice specifies a later effective date.
(3) If a resignation is made effective at a later date, the board of directors may:
(a)
(i) permit the officer to remain in office until the effective date; and
(ii) fill the pending vacancy before the effective date if the successor does not take office until the effective date; or
(b)
(i) remove the officer at any time before the effective date; and
(ii) fill the vacancy created by the removal.
(4)
(a) Unless otherwise provided in the bylaws, the board of directors may remove any officer at any time with or without cause.
(b) The bylaws or the board of directors may make provisions for the removal of officers by:
(i) other officers; or
(ii) the voting members.
(5) An officer who resigns, is removed, or whose appointment has expired may deliver to the division for filing a statement to that effect pursuant to Section 16-6a-1608.
Enacted by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 8 - Directors and Officers › Section 821 - Contract rights with respect to officers.

16-6a-821.
Contract rights with respect to officers.
(1) The appointment of an officer does not itself create contract rights.
(2)
(a) An officer's removal does not affect the officer's contract rights, if any, with the nonprofit corporation.
(b) An officer's resignation does not affect the nonprofit corporation's contract rights, if any, with the officer.
Enacted by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 8 - Directors and Officers › Section 823 - Limitation of liability of directors.

16-6a-823.
Limitation of liability of directors.
(1)
(a) Except as provided in Subsection (1)(b), a nonprofit corporation may eliminate or limit the liability of a director to the nonprofit corporation or to its members for monetary damages for any action taken or any failure to take any action as a director, if:
(i) so provided in:
(A) the articles of incorporation;
(B) the bylaws; or
(C) a resolution; and
(ii) to the extent permitted in Subsection (3).
(b) Subsection (1)(a) does not permit a nonprofit corporation from eliminating or limiting the liability of a director for:
(i) the amount of a financial benefit received by a director to which the director is not entitled;
(ii) an intentional infliction of harm on:
(A) the nonprofit corporation; or
(B) the members of a nonprofit corporation;
(iii) an intentional violation of criminal law; or
(iv) a violation of Section 16-6a-824.
(2) A provision authorized under this section may not eliminate or limit the liability of a director for any act or omission occurring prior to the date when the provision becomes effective.
(3) Any provision authorized under this section to be included in the articles of incorporation may be adopted in the bylaws or by resolution, but only if the provision is approved by the same percentage of members of each voting group as would be required to approve an amendment to the articles of incorporation including the provision.
(4) Any foreign nonprofit corporation authorized to transact business in this state, except as otherwise provided by law, may adopt any provision authorized under this section.
Amended by Chapter 386, 2009 General Session