reglab/statecodes huggingface dataset:
2023 Utah Code › Title 3 - Uniform Agricultural Cooperative Association Act › Chapter 1 - General Provisions Relating to Agricultural Cooperative Associations › Section 16.1 - Resignation of officers.

3-1-16.1.
Resignation of officers.
(1) An officer may resign by giving written notice of the resignation to the association.
(2) A resignation of an officer is effective when the notice is received by the association, unless the notice specifies a future effective date.
(3) If a resignation is to be effective as of a future date, the board of directors may:
(a) allow the officer to remain in office until that date and fill the pending vacancy before the effective date, providing that the successor does not take office until the effective date; or
(b) remove the officer prior to the effective date and fill the resulting vacancy.
Enacted by Chapter 204, 1994 General Session
2023 Utah Code › Title 3 - Uniform Agricultural Cooperative Association Act › Chapter 1 - General Provisions Relating to Agricultural Cooperative Associations › Section 18 - Inducing breach of contract -- False reports -- Penalty.

3-1-18.
Inducing breach of contract -- False reports -- Penalty.
A person or corporation whose officers or employees knowingly induce or attempt to induce a member or stockholder of an association to violate his marketing contract with the association, or who intentionally spreads false reports about its finances or management:
(1) is guilty of a class A misdemeanor and is subject to a fine of not more than $2,500 for each offense; and
(2) may be held liable in a civil action to the association.
Amended by Chapter 202, 1994 General Session
2023 Utah Code › Title 3 - Uniform Agricultural Cooperative Association Act › Chapter 1 - General Provisions Relating to Agricultural Cooperative Associations › Section 19 - Association not in restraint of trade -- Right to disseminate information.

3-1-19.
Association not in restraint of trade -- Right to disseminate information.
(1) No association complying with the terms hereof shall be deemed to be a conspiracy, or a combination in restraint of trade, or an illegal monopoly; or be deemed to have been formed for the purpose of lessening competition or fixing prices arbitrarily, nor shall the contracts between the association and its members, or any agreement authorized in this act, be construed as an unlawful restraint of trade, or as part of a conspiracy or combination to accomplish an improper or illegal purpose or act.
(2) An association may acquire, exchange, interpret and disseminate to its members, to other cooperative associations, and otherwise, past, present, and prospective crop, market, statistical, economic, and other similar information relating to the business of the association, either directly or through an agent created or selected by it or by other associations acting in conjunction with it.
(3) An association may advise its members in respect to the adjustment of their current and prospective production of agricultural commodities and its relation to the prospective volume of consumption, selling prices and existing or potential surplus, to the end that every market may be served from the most convenient productive areas under a program of orderly marketing that will assure adequate supplies without undue enhancement of prices or the accumulation of any undue surplus.
Amended by Chapter 324, 2010 General Session
2023 Utah Code › Title 3 - Uniform Agricultural Cooperative Association Act › Chapter 1 - General Provisions Relating to Agricultural Cooperative Associations › Section 20.1 - Grounds for judicial dissolution.

Superseded 7/1/2024
3-1-20.1.
Grounds for judicial dissolution.
(1) An association may be dissolved in a proceeding by the attorney general if it is established that the association:
(a) obtained its articles of incorporation through fraud; or
(b) has continued to exceed or abuse the authority conferred upon it by law.
(2) An association may be dissolved in a proceeding brought by a shareholder if it is established that:
(a) the directors are deadlocked in the management of the association affairs, the members are unable to break the deadlock, irreparable injury to the association is threatened or being suffered, or the business and affairs of the association can no longer be conducted to the advantage of the members generally, because of the deadlock;
(b) the directors, or those in control of the association, have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;
(c) the members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired or would have expired on the election of their successors; or
(d) the association's assets are being misapplied or wasted.
(3) An association may be dissolved in a proceeding by a creditor if it is established that:
(a) the creditor's claim has been reduced to a judgment, the execution on the judgment has been returned unsatisfied, and the association is insolvent; or
(b) the association is insolvent and the association has admitted in writing that the creditor's claim is due and owing.
(4) An association may be dissolved in a proceeding by the association to have its voluntary dissolution continued under court supervision.
Enacted by Chapter 70, 2003 General Session
2023 Utah Code › Title 3 - Uniform Agricultural Cooperative Association Act › Chapter 1 - General Provisions Relating to Agricultural Cooperative Associations › Section 20.1 - Grounds and procedure for judicial dissolution.

Effective 7/1/2024
3-1-20.1.
Grounds and procedure for judicial dissolution.
(1) The attorney general may bring an action in a court with jurisdiction under Title 78A, Judiciary and Judicial Administration, to dissolve an association if it is established that the association:
(a) obtained its articles of incorporation through fraud; or
(b) has continued to exceed or abuse the authority conferred upon the association by law.
(2) A shareholder may bring an action in a court with jurisdiction under Title 78A, Judiciary and Judicial Administration, to dissolve an association if it is established that:
(a) the directors are deadlocked in the management of the association affairs, the members are unable to break the deadlock, irreparable injury to the association is threatened or being suffered, or the business and affairs of the association can no longer be conducted to the advantage of the members generally, because of the deadlock;
(b) the directors, or those in control of the association, have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;
(c) the members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired or would have expired on the election of their successors; or
(d) the association's assets are being misapplied or wasted.
(3) A creditor may bring an action in a court with jurisdiction under Title 78A, Judiciary and Judicial Administration, to dissolve an association if it is established that:
(a) the creditor's claim has been reduced to a judgment, the execution on the judgment has been returned unsatisfied, and the association is insolvent; or
(b) the association is insolvent and the association has admitted in writing that the creditor's claim is due and owing.
(4) An association may bring an action in a court with jurisdiction under Title 78A, Judiciary and Judicial Administration, to have the association's voluntary dissolution continued under court supervision.
(5) If an action is brought under this section, it is not necessary to make members parties to the action to dissolve the association unless relief is sought against the members individually.
(6) In an action to dissolve an association, a court may:
(a) issue injunctions;
(b) appoint a receiver or a custodian pendente lite with all powers and duties the court directs; or
(c) take other action required to preserve the association's assets wherever located and carry on the business of the association until a full hearing can be held.
Amended by Chapter 401, 2023 General Session
2023 Utah Code › Title 3 - Uniform Agricultural Cooperative Association Act › Chapter 1 - General Provisions Relating to Agricultural Cooperative Associations › Section 20.2 - Procedure for judicial dissolution.

Repealed 7/1/2024
3-1-20.2.
Procedure for judicial dissolution.
(1)
(a) A proceeding by the attorney general to dissolve an association shall be brought in either the district court of the county in which the principal office or registered office of the association is situated, or the district court of Salt Lake County.
(b) A proceeding brought by any other party specified in Section 3-1-20.1 shall be brought in the district court of the county where the association's principal office is or, if it has no principal office in this state, where its registered office is or was last located.
(2) It is not necessary to make members parties to a proceeding to dissolve an association unless relief is sought against them individually.
(3) A court, in a proceeding brought to dissolve an association, may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the association assets wherever located, and carry on the business of the association until a full hearing can be held.
Repealed by Chapter 401, 2023 General Session
Enacted by Chapter 70, 2003 General Session
2023 Utah Code › Title 3 - Uniform Agricultural Cooperative Association Act › Chapter 1 - General Provisions Relating to Agricultural Cooperative Associations › Section 20.3 - Receivership or custodianship.

3-1-20.3.
Receivership or custodianship.
(1)
(a) A court, in a judicial proceeding to dissolve an association, may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the association.
(b) The court shall hold a hearing, after giving notice to all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian.
(c) The court appointing a receiver or custodian has exclusive jurisdiction over the association and all of its property wherever located.
(2)
(a) The court may appoint an individual, or a domestic or foreign corporation authorized to transact business in this state as a receiver or custodian.
(b) The court may require the receiver or custodian to post bond, with or without securities, in an amount the court directs.
(3)
(a) The court shall describe the powers of the receiver or custodian in its appointing order, which may be amended.
(b) The receiver:
(i) may dispose of all or any part of the assets of the association wherever located, at a public or private sale, if authorized by the court; and
(ii) may sue and defend in its own name as a receiver of the association in all courts of this state.
(c) The custodian may exercise all of the powers of the association, through or in place of its board of directors or officers, to manage the affairs of the association in the best interests of its members and creditors.
(4) During a receivership, the court may designate the receiver a custodian, and during a custodianship may designate the custodian a receiver, if the action is in the best interests of the association, its members, and its creditors.
(5) During the receivership or custodianship, the court may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and the custodian's or receiver's counsel from the assets of the association or proceeds from the sale of the assets.
Enacted by Chapter 70, 2003 General Session
2023 Utah Code › Title 3 - Uniform Agricultural Cooperative Association Act › Chapter 1 - General Provisions Relating to Agricultural Cooperative Associations › Section 20.4 - Decree of dissolution.

3-1-20.4.
Decree of dissolution.
(1)
(a) If, after a hearing, the court determines that one or more grounds for judicial dissolution described in Section 3-1-20.1 exist, it may enter a decree dissolving the association and specifying the effective date of the dissolution.
(b) The clerk of the court shall deliver a certified copy of the decree to the Division of Corporations and Commercial Code for filing.
(2) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the association's business and affairs in accordance with Section 3-1-20 and the giving of notice to its registered agent, or to the Division of Corporations and Commercial Code if it has no registered agent, and to claimants in accordance with said section.
(3) The court's order may be appealed as in other civil proceedings.
Enacted by Chapter 70, 2003 General Session
2023 Utah Code › Title 3 - Uniform Agricultural Cooperative Association Act › Chapter 1 - General Provisions Relating to Agricultural Cooperative Associations › Section 21 - Existing associations continued under chapter.

3-1-21.
Existing associations continued under chapter.
(1) This act shall be applicable to any existing association formed under any law of this state providing for the incorporation of agricultural cooperative associations, for a purpose for which an association may be formed under this act, and particularly to associations formed under the Agricultural Cooperative Association Act, and all such associations shall have and may exercise and enjoy all the rights, privileges, authority, powers, and capacity heretofore granted, and all such associations shall have and may also exercise and enjoy all the rights, privileges, authority, powers, and capacity granted or afforded under and in pursuance of this act to the same extent and effect as though organized hereunder.
(2) Any cooperative association heretofore organized by producers of agricultural products under Chapter 1, General Provisions Relating to Agricultural Cooperative Associations, for purposes in this act provided, may bring itself under and within the terms of this act as if organized hereunder and may thereafter operate in pursuance of the terms hereof, and may exercise and enjoy all the rights, privileges, authority, powers, and capacity afforded and provided for under the terms of this act, by filing with the Division of Corporations and Commercial Code, a sworn statement signed by the president and secretary of such association, to the effect that by resolution of the board of directors of such association duly adopted, such association has elected to bring itself within the terms of this act.
Amended by Chapter 324, 2010 General Session
2023 Utah Code › Title 3 - Uniform Agricultural Cooperative Association Act › Chapter 1 - General Provisions Relating to Agricultural Cooperative Associations › Section 22 - Accrued rights not affected by chapter.

3-1-22.
Accrued rights not affected by chapter.
This act does not impair nor affect any act, offense committed, or right accruing, accrued or acquired, or liability, penalty, forfeiture or punishment incurred prior to the time this act takes effect, but the same may be enjoyed, asserted, enforced, prosecuted, or inflicted as fully and to the same extent as if this act had not been passed.
Amended by Chapter 378, 2010 General Session
2023 Utah Code › Title 3 - Uniform Agricultural Cooperative Association Act › Chapter 1 - General Provisions Relating to Agricultural Cooperative Associations › Section 23 - Use of term "cooperative" limited.

3-1-23.
Use of term "cooperative" limited.
No person, firm, corporation, or association, domestic or foreign, hereafter commencing business in this state shall use the word "cooperative" as a part of its corporate or business name unless it has complied with the provisions of this act or some other statute of this state relating to co-operative associations. A foreign association organized under and complying with the co-operative law of the state of such association's creation shall be entitled to use the term "cooperative" in this state if it has obtained the privilege of doing business in this state.
No Change Since 1953
2023 Utah Code › Title 3 - Uniform Agricultural Cooperative Association Act › Chapter 1 - General Provisions Relating to Agricultural Cooperative Associations › Section 24 - Eligible foreign corporations may operate under chapter.

3-1-24.
Eligible foreign corporations may operate under chapter.
A foreign corporation that can qualify as an association, as defined in Section 3-1-2, may be authorized to do business in this state under the provisions of this act by complying with the laws relating to foreign corporations doing business in the state. It shall pay the same fees and charges as domestic associations. Upon such compliance it shall have all the rights and privileges of like domestic associations.
Amended by Chapter 7, 1977 General Session
2023 Utah Code › Title 3 - Uniform Agricultural Cooperative Association Act › Chapter 1 - General Provisions Relating to Agricultural Cooperative Associations › Section 25 - Filing of annual reports.

3-1-25.
Filing of annual reports.
Domestic associations and foreign associations admitted to do business in this state shall file an annual report in accordance with Section 16-6a-1607.
Amended by Chapter 300, 2000 General Session
2023 Utah Code › Title 3 - Uniform Agricultural Cooperative Association Act › Chapter 1 - General Provisions Relating to Agricultural Cooperative Associations › Section 26 - Separability clause.

3-1-26.
Severability clause.
If any provision of this act or the application thereof to any person or circumstances is held invalid, such invalidity does not affect other provisions or applications of the act which can be given effect without the invalid provision or application, and to this end the provisions of this act are declared to be severable.
Amended by Chapter 378, 2010 General Session
2023 Utah Code › Title 3 - Uniform Agricultural Cooperative Association Act › Chapter 1 - General Provisions Relating to Agricultural Cooperative Associations › Section 29 - Inconsistent acts repealed -- Existing associations continued.

3-1-29.
Inconsistent acts repealed -- Existing associations continued.
All acts and parts of acts which are inconsistent with the provisions of this act are repealed. It is intended by the enactment of this measure to continue in good standing all existing associations organized under similar acts heretofore existing, and in no way to detract from or interfere with the continued operations of such associations, and it is intended that this act shall supersede Title 2, Revised Statutes of Utah, 1933, in the interest of the further aid, encouragement, strengthening, and stabilizing of all such associations.
No Change Since 1953
2023 Utah Code › Title 3 - Uniform Agricultural Cooperative Association Act › Chapter 1 - General Provisions Relating to Agricultural Cooperative Associations › Section 30 - Authorization for merger or consolidation with other associations or corporations -- Laws governing surviving or new corporation.

3-1-30.
Authorization for merger or consolidation with other associations or corporations -- Laws governing surviving or new corporation.
(1) Pursuant to a plan approved under this chapter, an agricultural cooperative association may merge or consolidate with:
(a) one or more agricultural cooperative associations;
(b) one or more domestic corporations governed by:
(i)Title 16, Chapter 10a, Utah Revised Business Corporation Act; or
(ii)Title 16, Chapter 6a, Utah Revised Nonprofit Corporation Act; or
(c) any combination of associations or corporations referred to in Subsection (1)(a) or (b).
(2) The surviving or new corporation shall be governed by:
(a) the Uniform Agricultural Cooperative Association Act; or
(b)Title 16, Chapter 6a, Utah Revised Nonprofit Corporation Act.
Amended by Chapter 300, 2000 General Session
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 Utah Code › Title 3 - Uniform Agricultural Cooperative Association Act › Chapter 1 - General Provisions Relating to Agricultural Cooperative Associations › Section 46 - Conversion to a limited cooperative association.

3-1-46.
Conversion to a limited cooperative association.
An association under this title may convert to a limited cooperative association under Title 16, Chapter 16, Uniform Limited Cooperative Association Act, by complying with that chapter.
Enacted by Chapter 363, 2008 General Session
2023 Utah Code › Title 4 - Utah Agricultural Code › Chapter 1 - General Provisions › Section 103 - Principles of law and equity applicable.

Effective 7/1/2017
4-1-103.
Principles of law and equity applicable.
Unless displaced by the particular provisions of this code, the principles of law and equity supplement the provisions of this title.
Renumbered and Amended by Chapter 345, 2017 General Session
2023 Utah Code › Title 4 - Utah Agricultural Code › Chapter 1 - General Provisions › Section 104 - Procedures -- Adjudicative proceedings.

Effective 7/1/2017
4-1-104.
Procedures -- Adjudicative proceedings.
The Department of Agriculture and Food and the department's divisions shall comply with Title 63G, Chapter 4, Administrative Procedures Act, in their adjudicative proceedings.
Renumbered and Amended by Chapter 345, 2017 General Session
2023 Utah Code › Title 4 - Utah Agricultural Code › Chapter 1 - General Provisions › Section 106 - Suspension or revocation of license or registration -- Judicial review -- Attorney general to represent department.

Effective 7/1/2017
4-1-106.
Suspension or revocation of license or registration -- Judicial review -- Attorney general to represent department.
(1) If the department has reason to believe that a licensee or registrant is or has engaged in conduct that violates this title, the department shall issue and serve a notice of agency action.
(2) The commissioner, or the hearing officer designated by the commissioner, may suspend or revoke a person's license or registration if the commissioner or hearing officer finds by a preponderance of the evidence that the person is engaging, or has engaged, in conduct that violates this title.
(3)
(a) Any person whose registration or license is suspended or revoked under this section may obtain judicial review.
(b) Venue for judicial review of informal adjudicative proceedings is in the district court in the county where the alleged acts giving rise to the suspension or revocation occurred.
(4) The attorney general shall represent the department in any original action or appeal commenced under this section.
Renumbered and Amended by Chapter 345, 2017 General Session
2023 Utah Code › Title 4 - Utah Agricultural Code › Chapter 1 - General Provisions › Section 107 - Fees and late charges.

Effective 7/1/2017
4-1-107.
Fees and late charges.
(1) If an annual registration, license, or other fee is imposed under any chapter of this title, it shall be determined by the department pursuant to Subsection 4-2-103(2).
(2) If the renewal of the registration or license is conditioned upon the payment of a renewal fee on or before a specified date, the department shall charge and collect the renewal fee and a late fee on any license or registration that is renewed after the date specified for renewal in the applicable chapter.
(3) The renewal fee and late fee shall be determined by the department pursuant to Subsection 4-2-103(2).
Renumbered and Amended by Chapter 345, 2017 General Session
2023 Utah Code › Title 4 - Utah Agricultural Code › Chapter 1 - General Provisions › Section 108 - Severability clause.

Effective 7/1/2017
4-1-108.
Severability clause.
If any provision of this title, or the application of any provision to any person or circumstance, is held invalid, the invalidity does not affect other provisions or applications of this title that can be given effect without the invalid provision or application, and to this end the provisions of this title are declared to be severable.
Renumbered and Amended by Chapter 345, 2017 General Session
2023 Utah Code › Title 4 - Utah Agricultural Code › Chapter 1 - General Provisions › Section 109 - General definitions.

Effective 7/1/2017
4-1-109.
General definitions.
As used in this title:
(1) "Agricultural product" or "product of agriculture" means any product that is derived from agriculture, including any product derived from aquaculture as defined in Section 4-37-103.
(2) "Agriculture" means the science and art of the production of plants and animals useful to man, including the preparation of plants and animals for human use and disposal by marketing or otherwise.
(3) "Commissioner" means the commissioner of agriculture and food.
(4) "Department" means the Department of Agriculture and Food created in Chapter 2, Administration.
(5) "Dietary supplement" means the same as that term is defined in the Federal Food, Drug, and Cosmetic Act, 21 U.S.C. Sec. 301 et seq.
(6) "Livestock" means cattle, sheep, goats, swine, horses, mules, poultry, domesticated elk as defined in Section 4-39-102, or any other domestic animal or domestic furbearer raised or kept for profit.
(7) "Organization" means a corporation, government or governmental subdivision or agency, business trust, estate, trust, partnership, association, two or more persons having a joint or common interest, or any other legal entity.
(8) "Person" means a natural person or individual, corporation, organization, or other legal entity.
Renumbered and Amended by Chapter 345, 2017 General Session