reglab/statecodes huggingface dataset:
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 3 - Formation and Initial Articles of Organization of Limited Cooperative Association › Section 304 - Bylaws.

16-16-304.
Bylaws.
(1) Bylaws shall be in a record and, if not stated in the articles of organization, shall include:
(a) a statement of the capital structure of the limited cooperative association, including:
(i) the classes or other types of members' interests and relative rights, preferences, and restrictions granted to or imposed upon each class or other type of member's interest; and
(ii) the rights to share in profits or distributions of the association;
(b) a statement of the method for admission of members;
(c) a statement designating voting and other governance rights, including which members have voting power and any restriction on voting power;
(d) a statement that a member's interest is transferable if it is to be transferable and a statement of the conditions upon which it may be transferred;
(e) a statement concerning the manner in which profits and losses are allocated and distributions are made among patron members and, if investor members are authorized, the manner in which profits and losses are allocated and how distributions are made among investor members and between patron members and investor members;
(f) a statement concerning:
(i) whether persons that are not members but conduct business with the association may be permitted to share in allocations of profits and losses and receive distributions; and
(ii) the manner in which profits and losses are allocated and distributions are made with respect to those persons; and
(g) a statement of the number and terms of directors or the method by which the number and terms are determined.
(2) Subject to Subsection 16-16-113(3) and the articles of organization, bylaws may contain any other provision for managing and regulating the affairs of the association.
(3) In addition to amendments permitted under Part 4, Amendment of Organic Rules of Limited Cooperative Association, the initial board of directors may amend the bylaws by a majority vote of the directors at any time before the admission of members.
Amended by Chapter 378, 2010 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 4 - Amendment of Organic Rules of Limited Cooperative Association › Section 401 - Authority to amend organic rules.

16-16-401.
Authority to amend organic rules.
(1) A limited cooperative association may amend its organic rules under this part for any lawful purpose. In addition, the initial board of directors may amend the bylaws of an association under Section 16-16-304.
(2) Unless the organic rules otherwise provide, a member does not have a vested property right resulting from any provision in the organic rules, including a provision relating to the management, control, capital structure, distribution, entitlement, purpose, or duration of the limited cooperative association.
Enacted by Chapter 363, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 4 - Amendment of Organic Rules of Limited Cooperative Association › Section 402 - Notice and action on amendment of organic rules.

16-16-402.
Notice and action on amendment of organic rules.
(1) Except as provided in Subsections 16-16-401(1) and 16-16-405(6), the organic rules of a limited cooperative association may be amended only at a members meeting. An amendment may be proposed by either:
(a) a majority of the board of directors, or a greater percentage if required by the organic rules; or
(b) one or more petitions signed by at least 10% of the patron members or at least 10% of the investor members.
(2) The board of directors shall call a members meeting to consider an amendment proposed pursuant to Subsection (1). The meeting shall be held not later than 90 days following the proposal of the amendment by the board or receipt of a petition. The board shall mail or otherwise transmit or deliver in a record to each member:
(a) the proposed amendment, or a summary of the proposed amendment and a statement of the manner in which a copy of the amendment in a record may be reasonably obtained by a member;
(b) a recommendation that the members approve the amendment, or if the board determines that because of conflict of interest or other special circumstances it should not make a favorable recommendation, the basis for that determination;
(c) a statement of any condition of the board's submission of the amendment to the members; and
(d) notice of the meeting at which the proposed amendment will be considered, which shall be given in the same manner as notice for a special meeting of members.
Amended by Chapter 378, 2010 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 4 - Amendment of Organic Rules of Limited Cooperative Association › Section 403 - Change to amendment of organic rules at meeting.

16-16-403.
Change to amendment of organic rules at meeting.
(1) A substantive change to a proposed amendment of the organic rules may not be made at the members meeting at which a vote on the amendment occurs.
(2) A nonsubstantive change to a proposed amendment of the organic rules may be made at the members meeting at which the vote on the amendment occurs and need not be separately voted upon by the board of directors.
(3) A vote to adopt a nonsubstantive change to a proposed amendment to the organic rules shall be by the same percentage of votes required to pass a proposed amendment.
Amended by Chapter 378, 2010 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 4 - Amendment of Organic Rules of Limited Cooperative Association › Section 404 - Voting by district, class, or voting group.

16-16-404.
Voting by district, class, or voting group.
(1) This section applies if the organic rules provide for voting by district or class, or if there is one or more identifiable voting groups that a proposed amendment to the organic rules would affect differently from other members with respect to matters identified in Subsections 16-16-405(5)(a) through (e). Approval of the amendment requires the same percentage of votes of the members of that district, class, or voting group required in Sections 16-16-405 and 16-16-514.
(2) If a proposed amendment to the organic rules would affect members in two or more districts or classes entitled to vote separately under Subsection (1) in the same or a substantially similar way, the districts or classes affected shall vote as a single voting group unless the organic rules otherwise provide for separate voting.
Amended by Chapter 378, 2010 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 4 - Amendment of Organic Rules of Limited Cooperative Association › Section 406 - Restated articles of organization.

16-16-406.
Restated articles of organization.
A limited cooperative association, by the affirmative vote of a majority of the board of directors taken at a meeting for which the purpose is stated in the notice of the meeting, may adopt restated articles of organization that contain the original articles as previously amended. Restated articles may contain amendments if the restated articles are adopted in the same manner and with the same vote as required for amendments to the articles under Subsection 16-16-405(1). Upon filing, restated articles supersede the existing articles and all amendments.
Enacted by Chapter 363, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 4 - Amendment of Organic Rules of Limited Cooperative Association › Section 407 - Amendment or restatement of articles of organization -- Filing.

16-16-407.
Amendment or restatement of articles of organization -- Filing.
(1) To amend its articles of organization, a limited cooperative association shall deliver to the division for filing an amendment of the articles, or restated articles of organization or articles of conversion or merger pursuant to Part 16, Conversion and Merger, which contain one or more amendments of the articles of organization, stating:
(a) the name of the association;
(b) the date of filing of the association's initial articles; and
(c) the changes the amendment makes to the articles as most recently amended or restated.
(2) Before the beginning of the initial meeting of the board of directors, an organizer who knows that information in the filed articles of organization was inaccurate when the articles were filed or has become inaccurate due to changed circumstances shall promptly:
(a) cause the articles to be amended; or
(b) if appropriate, deliver an amendment to the division for filing pursuant to Section 16-16-203.
(3) If restated articles of organization are adopted, the restated articles may be delivered to the division for filing in the same manner as an amendment.
(4) Upon filing, an amendment of the articles of organization or other record containing an amendment of the articles which has been properly adopted by the members is effective as provided in Subsection 16-16-203(3).
Amended by Chapter 378, 2010 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 5 - Members › Section 502 - Becoming a member.

16-16-502.
Becoming a member.
A person becomes a member:
(1) as provided in the organic rules;
(2) as the result of a merger or conversion under Part 16, Conversion and Merger; or
(3) with the consent of all the members.
Enacted by Chapter 363, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 5 - Members › Section 504 - No liability as member for association's obligations.

16-16-504.
No liability as member for association's obligations.
Unless the articles of organization otherwise provide, a debt, obligation, or other liability of a limited cooperative association is solely that of the association and is not the debt, obligation, or liability of a member solely by reason of being a member.
Enacted by Chapter 363, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 5 - Members › Section 506 - Annual meeting of members.

16-16-506.
Annual meeting of members.
(1) Members shall meet annually at a time provided in the organic rules or set by the board of directors not inconsistent with the organic rules.
(2) An annual members meeting may be held inside or outside this state at the place stated in the organic rules or selected by the board of directors not inconsistent with the organic rules.
(3) Unless the organic rules otherwise provide, members may attend or conduct an annual members meeting through any means of communication if all members attending the meeting can communicate with each other during the meeting.
(4) The board of directors shall report, or cause to be reported, at the association's annual members meeting the association's business and financial condition as of the close of the most recent fiscal year.
(5) Unless the organic rules otherwise provide, the board of directors shall designate the presiding officer of the association's annual members meeting.
(6) Failure to hold an annual members meeting does not affect the validity of any action by the limited cooperative association.
Enacted by Chapter 363, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 5 - Members › Section 507 - Special meeting of members.

16-16-507.
Special meeting of members.
(1) A special meeting of members may be called only:
(a) as provided in the organic rules;
(b) by a majority vote of the board of directors on a proposal stating the purpose of the meeting;
(c) by demand in a record signed by members holding at least 20% of the voting power of the persons in any district or class entitled to vote on the matter that is the purpose of the meeting stated in the demand; or
(d) by demand in a record signed by members holding at least 10% of the total voting power of all the persons entitled to vote on the matter that is the purpose of the meeting stated in the demand.
(2) A demand under Subsection (1)(c) or (d) shall be submitted to the officer of the limited cooperative association charged with keeping its records.
(3) Any voting member may withdraw its demand under Subsection (1)(c) or (d) before receipt by the limited cooperative association of demands sufficient to require a special meeting of members.
(4) A special meeting of members may be held inside or outside this state at the place stated in the organic rules or selected by the board of directors not inconsistent with the organic rules.
(5) Unless the organic rules otherwise provide, members may attend or conduct a special meeting of members through the use of any means of communication if all members attending the meeting can communicate with each other during the meeting.
(6) Only business within the purpose or purposes stated in the notice of a special meeting of members may be conducted at the meeting.
(7) Unless the organic rules otherwise provide, the presiding officer of a special meeting of members shall be designated by the board of directors.
Amended by Chapter 378, 2010 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 5 - Members › Section 508 - Notice of members meeting.

16-16-508.
Notice of members meeting.
(1) A limited cooperative association shall notify each member of the time, date, and place of a members meeting at least 15 and not more than 60 days before the meeting.
(2) Unless the articles of organization otherwise provide, notice of an annual members meeting need not include any purpose of the meeting.
(3) Notice of a special meeting of members shall include each purpose of the meeting as contained in the demand under Subsection 16-16-507(1)(c) or (d) or as voted upon by the board of directors under Subsection 16-16-507(1)(b).
(4) Notice of a members meeting shall be given in a record unless oral notice is reasonable under the circumstances.
Amended by Chapter 378, 2010 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 5 - Members › Section 509 - Waiver of members meeting notice.

16-16-509.
Waiver of members meeting notice.
(1) A member may waive notice of a members meeting before, during, or after the meeting.
(2) A member's participation in a members meeting is a waiver of notice of that meeting unless the member objects to the meeting at the beginning of the meeting or promptly upon the member's arrival at the meeting and does not thereafter vote for or assent to action taken at the meeting.
Enacted by Chapter 363, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 5 - Members › Section 510 - Quorum of members.

16-16-510.
Quorum of members.
Unless the organic rules otherwise require a greater number of members or percentage of the voting power, the voting member or members present at a members meeting constitute a quorum.
Enacted by Chapter 363, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 5 - Members › Section 511 - Voting by patron members.

16-16-511.
Voting by patron members.
Except as provided by Subsection 16-16-512(1), each patron member has one vote. The organic rules may allocate voting power among patron members as provided in Subsection 16-16-512(1).
Enacted by Chapter 363, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 5 - Members › Section 512 - Determination of voting power of patron member.

16-16-512.
Determination of voting power of patron member.
(1) The organic rules may allocate voting power among patron members on the basis of one or a combination of the following:
(a) one member, one vote;
(b) use or patronage;
(c) equity; or
(d) if a patron member is a cooperative, the number of its patron members.
(2) The organic rules may provide for the allocation of patron member voting power by districts or class, or any combination thereof.
Enacted by Chapter 363, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 5 - Members › Section 513 - Voting by investor members.

16-16-513.
Voting by investor members.
If the organic rules provide for investor members, each investor member has one vote, unless the organic rules otherwise provide. The organic rules may provide for the allocation of investor member voting power by class, classes, or any combination of classes.
Enacted by Chapter 363, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 5 - Members › Section 514 - Voting requirements for members.

16-16-514.
Voting requirements for members.
(1) If a limited cooperative association has both patron and investor members, the following rules apply:
(a) the total voting power of all patron members may not be less than a majority of the entire voting power entitled to vote; and
(b) action on any matter is approved only upon the affirmative vote of at least a majority of:
(i) all members voting at the meeting unless more than a majority is required by this chapter or the organic rules; and
(ii) votes cast by patron members unless the organic rules require a larger affirmative vote by patron members.
(2) The organic rules may provide for the percentage of the affirmative votes that must be cast by investor members to approve the matter.
Enacted by Chapter 363, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 5 - Members › Section 515 - Manner of voting.

16-16-515.
Manner of voting.
(1) Unless the organic rules otherwise provide, voting by a proxy at a members meeting is prohibited. This Subsection (1) does not prohibit delegate voting based on district or class.
(2) If voting by a proxy is permitted, a patron member may appoint only another patron member as a proxy and, if investor members are permitted, an investor member may appoint only another investor member as a proxy.
(3) The organic rules may provide for the manner of and provisions governing the appointment of a proxy.
(4) The organic rules may provide for voting on any question by ballot delivered by mail or voting by other means on questions that are subject to vote by members.
Enacted by Chapter 363, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 5 - Members › Section 516 - Action without a meeting.

16-16-516.
Action without a meeting.
(1) Unless the organic rules require that action be taken only at a members meeting, any action that may be taken by the members may be taken without a meeting if each member entitled to vote on the action consents in a record to the action.
(2) Consent under Subsection (1) may be withdrawn by a member in a record at any time before the limited cooperative association receives a consent from each member entitled to vote.
(3) Consent to any action may specify the effective date or time of the action.
Enacted by Chapter 363, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 5 - Members › Section 517 - Districts and delegates -- Classes of members.

16-16-517.
Districts and delegates -- Classes of members.
(1) The organic rules may provide for the formation of geographic districts of patron members and:
(a) for the conduct of patron member meetings by districts and the election of directors at the meetings; or
(b) that districts may elect district delegates to represent and vote for the district at members meetings.
(2) A delegate elected under Subsection (1)(b) has one vote unless voting power is otherwise allocated by the organic rules.
(3) The organic rules may provide for the establishment of classes of members, for the preferences, rights, and limitations of the classes, and:
(a) for the conduct of members meetings by classes and the election of directors at the meetings; or
(b) that classes may elect class delegates to represent and vote for the class in members meetings.
(4) A delegate elected under Subsection (3)(b) has one vote unless voting power is otherwise allocated by the organic rules.
Enacted by Chapter 363, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 6 - Member's Interest in Limited Cooperative Association › Section 601 - Member's interest.

16-16-601.
Member's interest.
A member's interest:
(1) is personal property;
(2) consists of:
(a) governance rights;
(b) financial rights; and
(c) the right or obligation, if any, to do business with the limited cooperative association; and
(3) may be in certificated or uncertificated form.
Enacted by Chapter 363, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 6 - Member's Interest in Limited Cooperative Association › Section 602 - Patron and investor members' interests.

16-16-602.
Patron and investor members' interests.
(1) Unless the organic rules establish investor members' interests, a member's interest is a patron member's interest.
(2) Unless the organic rules otherwise provide, if a limited cooperative association has investor members, while a person is a member of the association, the person:
(a) if admitted as a patron member, remains a patron member;
(b) if admitted as an investor member, remains an investor member; and
(c) if admitted as a patron member and investor member, remains a patron and investor member if not dissociated in one of the capacities.
Enacted by Chapter 363, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 6 - Member's Interest in Limited Cooperative Association › Section 603 - Transferability of member's interest.

16-16-603.
Transferability of member's interest.
(1) The provisions of this chapter relating to the transferability of a member's interest are subject to Title 70A, Uniform Commercial Code.
(2) Unless the organic rules otherwise provide, a member's interest other than financial rights is not transferable.
(3) Unless a transfer is restricted or prohibited by the organic rules, a member may transfer the member's financial rights in the limited cooperative association.
(4) The terms of any restriction on transferability of financial rights shall be:
(a) set forth in the organic rules and the member records of the association; and
(b) conspicuously noted on any certificates evidencing a member's interest.
(5) A transferee of a member's financial rights, to the extent the rights are transferred, has the right to share in the allocation of profits or losses and to receive the distributions to the member transferring the interest to the same extent as the transferring member.
(6) A transferee of a member's financial rights does not become a member upon transfer of the rights unless the transferee is admitted as a member by the limited cooperative association.
(7) A limited cooperative association need not give effect to a transfer under this section until the association has notice of the transfer.
(8) A transfer of a member's financial rights in violation of a restriction on transfer contained in the organic rules is ineffective as to a person having notice of the restriction at the time of transfer.
Amended by Chapter 378, 2010 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 6 - Member's Interest in Limited Cooperative Association › Section 604 - Security interest and set-off.

16-16-604.
Security interest and set-off.
(1) A member or transferee may create an enforceable security interest in its financial rights in a limited cooperative association.
(2) Unless the organic rules otherwise provide, a member may not create an enforceable security interest in the member's governance rights in a limited cooperative association.
(3) The organic rules may provide that a limited cooperative association has a security interest in the financial rights of a member to secure payment of any indebtedness or other obligation of the member to the association. A security interest provided for in the organic rules is enforceable under, and governed by, Title 70A, Chapter 9a, Uniform Commercial Code - Secured Transactions.
(4) Unless the organic rules otherwise provide, a member may not compel the limited cooperative association to offset financial rights against any indebtedness or obligation owed to the association.
Enacted by Chapter 363, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 6 - Member's Interest in Limited Cooperative Association › Section 605 - Charging orders for judgment creditor of member or transferee.

16-16-605.
Charging orders for judgment creditor of member or transferee.
(1) On application by a judgment creditor of a member or transferee, a court may enter a charging order against the financial rights of the judgment debtor for the unsatisfied amount of the judgment. A charging order issued under this Subsection (1) constitutes a lien on the judgment debtor's financial rights and requires the limited cooperative association to pay over to the creditor or receiver, to the extent necessary to satisfy the judgment, any distribution that would otherwise be paid to the judgment debtor.
(2) To the extent necessary to effectuate the collection of distributions pursuant to a charging order under Subsection (1), the court may:
(a) appoint a receiver of the share of the distributions due or to become due to the judgment debtor under the judgment debtor's financial rights, with the power to make all inquiries the judgment debtor might have made; and
(b) make all other orders that the circumstances of the case may require to give effect to the charging order.
(3) Upon a showing that distributions under a charging order will not pay the judgment debt within a reasonable time, the court may foreclose the lien and order the sale of the financial rights. The purchaser at the foreclosure sale obtains only the financial rights that are subject to the charging order, does not thereby become a member, and is subject to Section 16-16-603.
(4) At any time before a sale pursuant to a foreclosure, a member or transferee whose financial rights are subject to a charging order under Subsection (1) may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the court that issued the charging order.
(5) At any time before sale pursuant to a foreclosure, the limited cooperative association or one or more members whose financial rights are not subject to the charging order may pay to the judgment creditor the full amount due under the judgment and succeed to the rights of the judgment creditor, including the charging order. Unless the organic rules otherwise provide, the association may act under this Subsection (5) only with the consent of all members whose financial rights are not subject to the charging order.
(6) This chapter does not deprive any member or transferee of the benefit of any exemption laws applicable to the member's or transferee's financial rights.
(7) This section provides the exclusive remedy by which a judgment creditor of a member or transferee may satisfy the judgment from the member's or transferee's financial rights.
Enacted by Chapter 363, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 7 - Marketing Contracts › Section 701 - Authority.

16-16-701.
Authority.
In this part, "marketing contract" means a contract between a limited cooperative association and another person, that need not be a patron member:
(1) requiring the other person to sell, or deliver for sale or marketing on the person's behalf, a specified part of the person's products, commodities, or goods exclusively to or through the association or any facilities furnished by the association; or
(2) authorizing the association to act for the person in any manner with respect to the products, commodities, or goods.
Enacted by Chapter 363, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 7 - Marketing Contracts › Section 702 - Marketing contracts.

16-16-702.
Marketing contracts.
(1) If a marketing contract provides for the sale of products, commodities, or goods to a limited cooperative association, the sale transfers title to the association upon delivery or at any other specific time expressly provided by the contract.
(2) A marketing contract may:
(a) authorize a limited cooperative association to create an enforceable security interest in the products, commodities, or goods delivered; and
(b) allow the association to sell the products, commodities, or goods delivered and pay the sales price on a pooled or other basis after deducting selling costs, processing costs, overhead, expenses, and other charges.
(3) Some or all of the provisions of a marketing contract between a patron member and a limited cooperative association may be contained in the organic rules.
Enacted by Chapter 363, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 7 - Marketing Contracts › Section 703 - Duration of marketing contract.

16-16-703.
Duration of marketing contract.
The initial duration of a marketing contract may not exceed 10 years, but the contract may be self-renewing for additional periods not exceeding five years each. Unless the contract provides for another manner or time for termination, either party may terminate the contract by giving notice in a record at least 90 days before the end of the current term.
Enacted by Chapter 363, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 7 - Marketing Contracts › Section 704 - Remedies for breach of contract.

16-16-704.
Remedies for breach of contract.
(1) Damages to be paid to a limited cooperative association for breach or anticipatory repudiation of a marketing contract may be liquidated, but only at an amount or under a formula that is reasonable in light of the actual or anticipated harm caused by the breach or repudiation. A provision that so provides is not a penalty.
(2) Upon a breach of a marketing contract, whether by anticipatory repudiation or otherwise, a limited cooperative association may seek:
(a) an injunction to prevent further breach; and
(b) specific performance.
(3) The remedies in this section are in addition to any other remedies available to an association under law other than this chapter.
Enacted by Chapter 363, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 8 - Directors and Officers › Section 801 - Board of directors.

16-16-801.
Board of directors.
(1) A limited cooperative association shall have a board of directors of at least three individuals, unless the association has fewer than three members. If the association has fewer than three members, the number of directors may not be fewer than the number of members.
(2) The affairs of a limited cooperative association shall be managed by, or under the direction of, the board of directors. The board may adopt policies and procedures that do not conflict with the organic rules or this chapter.
(3) An individual is not an agent for a limited cooperative association solely by being a director.
Amended by Chapter 378, 2010 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 8 - Directors and Officers › Section 802 - No liability as director for limited cooperative association's obligations.

16-16-802.
No liability as director for limited cooperative association's obligations.
A debt, obligation, or other liability of a limited cooperative association is solely that of the association and is not a debt, obligation, or liability of a director solely by reason of being a director. An individual is not personally liable, directly or indirectly, for an obligation of an association solely by reason of being a director.
Enacted by Chapter 363, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 8 - Directors and Officers › Section 803 - Qualifications of directors.

16-16-803.
Qualifications of directors.
(1) Unless the organic rules otherwise provide, and subject to Subsection (3), each director of a limited cooperative association shall be an individual who is a member of the association or an individual who is designated by a member that is not an individual for purposes of qualifying and serving as a director. Initial directors need not be members.
(2) Unless the organic rules otherwise provide, a director may be an officer or employee of the limited cooperative association.
(3) If the organic rules provide for nonmember directors, the number of nonmember directors may not exceed:
(a) one, if there are two through four directors;
(b) two, if there are five through eight directors; or
(c) 1/3 of the total number of directors if there are at least nine directors.
(4) The organic rules may provide qualifications for directors in addition to those in this section.
Amended by Chapter 378, 2010 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 8 - Directors and Officers › Section 804 - Election of directors and composition of board.

16-16-804.
Election of directors and composition of board.
(1) Unless the organic rules require a greater number:
(a) the number of directors that shall be patron members may not be fewer than:
(i) one, if there are two or three directors;
(ii) two, if there are four or five directors;
(iii) three, if there are six through eight directors; or
(iv) 1/3 of the directors if there are at least nine directors; and
(b) a majority of the board of directors shall be elected exclusively by patron members.
(2) Unless the organic rules otherwise provide, if a limited cooperative association has investor members, the directors who are not elected exclusively by patron members are elected by the investor members.
(3) Subject to Subsection (1), the organic rules may provide for the election of all or a specified number of directors by one or more districts or classes of members.
(4) Subject to Subsection (1), the organic rules may provide for the nomination or election of directors by districts or classes, directly or by district delegates.
(5) If a class of members consists of a single member, the organic rules may provide for the member to appoint a director or directors.
(6) Unless the organic rules otherwise provide, cumulative voting for directors is prohibited.
(7) Except as otherwise provided by the organic rules, Subsection (5), or Sections 16-16-303, 16-16-516, 16-16-517, and 16-16-809, member directors shall be elected at an annual members meeting.
Amended by Chapter 378, 2010 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 8 - Directors and Officers › Section 805 - Term of director.

16-16-805.
Term of director.
(1) Unless the organic rules otherwise provide, and subject to Subsections (3) and (4) and Subsection 16-16-303(3), the term of a director expires at the annual members meeting following the director's election or appointment. The term of a director may not exceed three years.
(2) Unless the organic rules otherwise provide, a director may be reelected.
(3) Except as otherwise provided in Subsection (4), a director continues to serve until a successor director is elected or appointed and qualifies or the director is removed, resigns, is adjudged incompetent, or dies.
(4) Unless the organic rules otherwise provide, a director does not serve the remainder of the director's term if the director ceases to qualify to be a director.
Enacted by Chapter 363, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 8 - Directors and Officers › Section 806 - Resignation of director.

16-16-806.
Resignation of director.
A director may resign at any time by giving notice in a record to the limited cooperative association. Unless the notice states a later effective date, a resignation is effective when the notice is received by the association.
Enacted by Chapter 363, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 8 - Directors and Officers › Section 807 - Removal of director.

16-16-807.
Removal of director.
Unless the organic rules otherwise provide, the following rules apply:
(1) Members may remove a director with or without cause.
(2) A member or members holding at least 10% of the total voting power entitled to be voted in the election of a director may demand removal of the director by one or more signed petitions submitted to the officer of the limited cooperative association charged with keeping its records.
(3) Upon receipt of a petition for removal of a director, an officer of the association or the board of directors shall:
(a) call a special meeting of members to be held not later than 90 days after receipt of the petition by the association; and
(b) mail or otherwise transmit or deliver in a record to the members entitled to vote on the removal, and to the director to be removed, notice of the meeting which complies with Section 16-16-508.
(4) A director is removed if the votes in favor of removal are equal to or greater than the votes required to elect the director.
Enacted by Chapter 363, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 8 - Directors and Officers › Section 808 - Suspension of director by board.

16-16-808.
Suspension of director by board.
(1) A board of directors may suspend a director if, considering the director's course of conduct and the inadequacy of other available remedies, immediate suspension is necessary for the best interests of the association and the director is engaging, or has engaged, in:
(a) fraudulent conduct with respect to the association or its members;
(b) gross abuse of the position of director;
(c) intentional or reckless infliction of harm on the association; or
(d) any other behavior, act, or omission as provided by the organic rules.
(2) A suspension under Subsection (1) is effective for 30 days unless the board of directors calls and gives notice of a special meeting of members for removal of the director before the end of the 30-day period in which case the suspension is effective until adjournment of the meeting or the director is removed.
Enacted by Chapter 363, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 8 - Directors and Officers › Section 809 - Vacancy on board.

16-16-809.
Vacancy on board.
(1) Unless the organic rules otherwise provide, a vacancy on the board of directors shall be filled:
(a) within a reasonable time by majority vote of the remaining directors until the next annual members meeting or a special meeting of members called to fill the vacancy; and
(b) for the unexpired term by members at the next annual members meeting or a special meeting of members called to fill the vacancy.
(2) Unless the organic rules otherwise provide, if a vacating director was elected or appointed by a class of members or a district:
(a) the new director shall be of that class or district; and
(b) the selection of the director for the unexpired term shall be conducted in the same manner as would the selection for that position without a vacancy.
(3) If a member appointed a vacating director, the organic rules may provide for that member to appoint a director to fill the vacancy.
Amended by Chapter 378, 2010 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 8 - Directors and Officers › Section 810 - Remuneration of directors.

16-16-810.
Remuneration of directors.
Unless the organic rules otherwise provide, the board of directors may set the remuneration of directors and of nondirector committee members appointed under Subsection 16-16-817(1).
Enacted by Chapter 363, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 8 - Directors and Officers › Section 811 - Meetings.

16-16-811.
Meetings.
(1) A board of directors shall meet at least annually and may hold meetings inside or outside this state.
(2) Unless the organic rules otherwise provide, a board of directors may permit directors to attend or conduct board meetings through the use of any means of communication, if all directors attending the meeting can communicate with each other during the meeting.
Enacted by Chapter 363, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 8 - Directors and Officers › Section 812 - Action without meeting.

16-16-812.
Action without meeting.
(1) Unless prohibited by the organic rules, any action that may be taken by a board of directors may be taken without a meeting if each director consents in a record to the action.
(2) Consent under Subsection (1) may be withdrawn by a director in a record at any time before the limited cooperative association receives consent from all directors.
(3) A record of consent for any action under Subsection (1) may specify the effective date or time of the action.
Enacted by Chapter 363, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 8 - Directors and Officers › Section 813 - Meetings and notice.

16-16-813.
Meetings and notice.
(1) Unless the organic rules otherwise provide, a board of directors may establish a time, date, and place for regular board meetings, and notice of the time, date, place, or purpose of those meetings is not required.
(2) Unless the organic rules otherwise provide, notice of the time, date, and place of a special meeting of a board of directors shall be given to all directors at least three days before the meeting, the notice shall contain a statement of the purpose of the meeting, and the meeting is limited to the matters contained in the statement.
Amended by Chapter 378, 2010 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 8 - Directors and Officers › Section 814 - Waiver of notice of meeting.

16-16-814.
Waiver of notice of meeting.
(1) Unless the organic rules otherwise provide, a director may waive any required notice of a meeting of the board of directors in a record before, during, or after the meeting.
(2) Unless the organic rules otherwise provide, a director's participation in a meeting is a waiver of notice of that meeting unless:
(a) the director objects to the meeting at the beginning of the meeting or promptly upon the director's arrival at the meeting and does not thereafter vote in favor of or otherwise assent to the action taken at the meeting; or
(b) the director promptly objects upon the introduction of any matter for which notice under Section 16-16-813 has not been given and does not thereafter vote in favor of or otherwise assent to the action taken on the matter.
Enacted by Chapter 363, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 8 - Directors and Officers › Section 815 - Quorum.

16-16-815.
Quorum.
(1) Unless the articles of organization provide for a greater number, a majority of the total number of directors specified by the organic rules constitutes a quorum for a meeting of the directors.
(2) If a quorum of the board of directors is present at the beginning of a meeting, any action taken by the directors present is valid even if withdrawal of directors originally present results in the number of directors being fewer than the number required for a quorum.
(3) A director present at a meeting but objecting to notice under Subsection 16-16-814(2)(a) or (b) does not count toward a quorum.
Enacted by Chapter 363, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 8 - Directors and Officers › Section 816 - Voting.

16-16-816.
Voting.
(1) Each director shall have one vote for purposes of decisions made by the board of directors.
(2) Unless the organic rules otherwise provide, the affirmative vote of a majority of directors present at a meeting is required for action by the board of directors.
Enacted by Chapter 363, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 8 - Directors and Officers › Section 817 - Committees.

16-16-817.
Committees.
(1) Unless the organic rules otherwise provide, a board of directors may create one or more committees and appoint one or more individuals to serve on a committee.
(2) Unless the organic rules otherwise provide, an individual appointed to serve on a committee of a limited cooperative association need not be a director or member.
(3) An individual who is not a director and is serving on a committee has the same rights, duties, and obligations as a director serving on the committee.
(4) Unless the organic rules otherwise provide, each committee of a limited cooperative association may exercise the powers delegated to it by the board of directors, but a committee may not:
(a) approve allocations or distributions except according to a formula or method prescribed by the board of directors;
(b) approve or propose to members action requiring approval of members; or
(c) fill vacancies on the board of directors or any of its committees.
Enacted by Chapter 363, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 8 - Directors and Officers › Section 818 - Standards of conduct and liability.

16-16-818.
Standards of conduct and liability.
Except as otherwise provided in Section 16-16-820:
(1) the discharge of the duties of a director or member of a committee of the board of directors is governed by the law applicable to directors of entities organized under Title 3, Uniform Agricultural Cooperative Association Act; and
(2) the liability of a director or member of a committee of the board of directors is governed by the law applicable to directors of entities organized under Title 3, Uniform Agricultural Cooperative Association Act.
Enacted by Chapter 363, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 8 - Directors and Officers › Section 819 - Conflict of interest.

16-16-819.
Conflict of interest.
(1) The law applicable to conflicts of interest between a director of an entity organized under Title 3, Uniform Agricultural Cooperative Association Act, governs conflicts of interest between a limited cooperative association and a director or member of a committee of the board of directors.
(2) A director does not have a conflict of interest under this chapter or the organic rules solely because the director's conduct relating to the duties of the director may further the director's own interest.
Enacted by Chapter 363, 2008 General Session