reglab/statecodes huggingface dataset:
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 7 - Shareholders › Section 701 - Annual meeting.

16-10a-701.
Annual meeting.
(1) A corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws.
(2) Annual shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual meetings shall be held at the corporation's principal office.
(3) The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action or work a forfeiture or dissolution of the corporation.
Enacted by Chapter 277, 1992 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 7 - Shareholders › Section 702 - Special meeting.

16-10a-702.
Special meeting.
(1) A corporation shall hold a special meeting of shareholders:
(a) on call of its board of directors or the person or persons authorized by the bylaws to call a special meeting; or
(b) if the holders of shares representing at least 10% of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation's secretary one or more written demands for the meeting, stating the purpose or purposes for which it is to be held.
(2) If not otherwise fixed under Sections 16-10a-703 or 16-10a-707, the record date for determining shareholders entitled to demand a special meeting pursuant to Subsection (1)(b) is the earliest date of any of the demands pursuant to which the meeting is called or the date that is 60 days prior to the date the first of the written demands pursuant to which the meeting is called is received by the corporation, whichever is later.
(3) Special shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office.
(4) Only business within the purpose or purposes described in the meeting notice required by Subsection 16-10a-705(3) may be conducted at a special shareholders' meeting, unless notice of the meeting is waived by all shareholders pursuant to Section 16-10a-706.
Enacted by Chapter 277, 1992 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 7 - Shareholders › Section 703 - Court-ordered meeting.

Superseded 7/1/2024
16-10a-703.
Court-ordered meeting.
(1) The district court of the county in this state where a corporation's principal office is located or, if it has no principal office in this state, the district court for Salt Lake County may summarily order a meeting of shareholders to be held:
(a) on application of any shareholder of the corporation entitled to participate in an annual meeting or any director of the corporation if an annual meeting was not held within 15 months after its last annual meeting, or if there has been no annual meeting, the date of incorporation; or
(b) on application of any person who participated in a call of or demand for a special meeting effective under Subsection 16-10a-702(1) if:
(i) notice of the special meeting was not given within 60 days after the date of the call or the date the last of the demands necessary to require the calling of the meeting was delivered to the corporation pursuant to Subsection 16-10a-702(1)(b), as the case may be; or
(ii) the special meeting was not held in accordance with the notice.
(2) The court may fix the time and place of the meeting, state whether or not it is an annual or special meeting, determine the shares entitled to participate in the meeting, specify a record date for determining shareholders entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting, or direct that the votes represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary or appropriate to accomplish the purpose or purposes of holding the meeting.
Amended by Chapter 364, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 7 - Shareholders › Section 703 - Court-ordered meeting.

Effective 7/1/2024
16-10a-703.
Court-ordered meeting.
(1) A court may summarily order a meeting of shareholders to be held:
(a) upon a petition by a shareholder of the corporation entitled to participate in an annual meeting or any director of the corporation, if an annual meeting was not held within 15 months after its last annual meeting, or if there has been no annual meeting, the date of incorporation; or
(b) upon a petition by a person who participated in a call of or demand for a special meeting effective under Subsection 16-10a-702(1), if:
(i) notice of the special meeting was not given within 60 days after the date of the call or the date the last of the demands necessary to require the calling of the meeting was delivered to the corporation pursuant to Subsection 16-10a-702(1)(b), as the case may be; or
(ii) the special meeting was not held in accordance with the notice.
(2) The court may fix the time and place of the meeting, state whether or not it is an annual or special meeting, determine the shares entitled to participate in the meeting, specify a record date for determining shareholders entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting, or direct that the votes represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary or appropriate to accomplish the purpose or purposes of holding the meeting.
Amended by Chapter 401, 2023 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 7 - Shareholders › Section 705 - Notice of meeting.

16-10a-705.
Notice of meeting.
(1) A corporation shall give notice to shareholders of the date, time, and place of each annual and special shareholders' meeting no fewer than 10 nor more than 60 days before the meeting date. Unless this chapter or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting.
(2) Unless this chapter or the articles of incorporation require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called.
(3) Notice of a special meeting shall include a description of the purpose or purposes for which the meeting is called.
(4)
(a) Subject to Subsection (4)(b), unless the bylaws require otherwise, if an annual or special shareholders' meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment.
(b) If the adjournment is for more than 30 days, or if after the adjournment a new record date for the adjourned meeting is or shall be fixed under Section 16-10a-707, notice of the adjourned meeting shall be given pursuant to the requirements of this section to shareholders of record who are entitled to vote at the meeting.
(5)
(a) Notwithstanding a requirement that notice be given under any provision of this chapter, the articles of incorporation, or bylaws of any corporation, notice is not required to be given to any shareholder to whom:
(i) a notice of two consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting during the period between the two consecutive annual meetings, have been mailed, addressed to the shareholder at the shareholder's address as shown on the records of the corporation, and have been returned undeliverable; or
(ii) at least two payments, if sent by first class mail, of dividends or interest on securities during a 12 month period, have been mailed, addressed to the shareholder at the shareholder's address as shown on the records of the corporation, and have been returned undeliverable.
(b) Any action taken at a meeting held without notice to a shareholder to whom notice is excused under Subsection (5) has the same force and effect as if notice had been duly given. If a shareholder to whom notice is excused under Subsection (5) delivers to the corporation a written notice setting forth the shareholder's current address, or if another address for the shareholder is otherwise made known to the corporation, the requirement that notice be given to the shareholder is reinstated. In the event that the action taken by the corporation requires the filing of a certificate under any provision of this chapter, the certificate need not state that notice was not given to shareholders to whom notice was not required pursuant to this Subsection (5).
Amended by Chapter 424, 2011 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 7 - Shareholders › Section 706 - Waiver of notice.

16-10a-706.
Waiver of notice.
(1) A shareholder may waive any notice required by this chapter, the articles of incorporation, or the bylaws before or after the date and time stated in the notice as the date or time when any action will occur or has occurred. The waiver shall be in writing, be signed by the shareholder entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(2) A shareholder's attendance at a meeting:
(a) waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting because of lack of notice or defective notice; and
(b) waives objection to consideration of a particular matter at the meeting that is not within the purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.
Amended by Chapter 378, 2010 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 7 - Shareholders › Section 707 - Record date.

16-10a-707.
Record date.
(1) The bylaws may fix or provide the manner of fixing the record date for one or more voting groups in order to determine the shareholders entitled to be given notice of a shareholders' meeting, to determine shareholders entitled to take action without a meeting, to demand a special meeting, to vote, or to take any other action. If the bylaws do not fix or provide for the manner of fixing a record date, the board of directors of the corporation may fix a future date as the record date.
(2) If not otherwise fixed under Section 16-10a-703 or Subsection (1), the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is the close of business on the day before the first notice is delivered to shareholders.
(3) A record date fixed under this section may not be more than 70 days before the meeting or action requiring a determination of shareholders.
(4) A determination of shareholders entitled to notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.
(5) If a court orders a meeting adjourned to a date more than 120 days after the date fixed for the original meeting, it may provide that the original record date continues in effect or it may fix a new record date.
Amended by Chapter 378, 2010 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 7 - Shareholders › Section 708 - Meetings by telecommunication.

16-10a-708.
Meetings by telecommunication.
Unless otherwise provided in the bylaws, any or all of the shareholders may participate in an annual or special meeting of shareholders by, or the meeting may be conducted through the use of, any means of communication by which all persons participating in the meeting can hear each other during the meeting. A shareholder participating in a meeting by this means is considered to be present in person at the meeting.
Enacted by Chapter 277, 1992 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 7 - Shareholders › Section 721 - Voting entitlement of shares.

16-10a-721.
Voting entitlement of shares.
(1) Except as otherwise provided in Subsections (2) and (4), in Section 61-6-10, or in the articles of incorporation, each outstanding share, regardless of class, is entitled to one vote, and each fractional share is entitled to a corresponding fractional vote, on each matter voted on at a shareholders' meeting. Only shares are entitled to vote.
(2) Except as otherwise ordered by a court of competent jurisdiction upon a finding that the purpose of this subsection would not be violated in the circumstances presented to the court, the shares of a corporation are not entitled to be voted or to be counted in determining the total number of outstanding shares eligible to be voted if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and the first corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation.
(3) Subsection (2) does not limit the power of a corporation to vote any shares, including its own shares, held by it in a fiduciary capacity.
(4) Redeemable shares are not entitled to be voted after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.
Enacted by Chapter 277, 1992 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 7 - Shareholders › Section 723 - Shares held by nominees.

16-10a-723.
Shares held by nominees.
(1) A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure.
(2) The procedure described in Subsection (1) may set forth:
(a) the types of nominees to which it applies;
(b) the rights or privileges that the corporation recognizes in a beneficial owner, which may include rights or privileges other than voting;
(c) the manner in which the procedure may be used by the nominee;
(d) the information that shall be provided by the nominee when the procedure is used;
(e) the period for which the nominee's use of the procedure is effective; and
(f) other aspects of the rights and duties created.
Amended by Chapter 378, 2010 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 7 - Shareholders › Section 725 - Quorum and voting requirements for voting groups.

16-10a-725.
Quorum and voting requirements for voting groups.
(1) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or this chapter provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.
(2) Once a share is represented for any purpose at a meeting, including the purpose of determining that a quorum exists, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting, unless a new record date is or shall be set for that adjourned meeting.
(3) If a quorum exists, action on a matter, other than the election of directors, by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast within the voting group opposing the action, unless the articles of incorporation or this chapter requires a greater number of affirmative votes.
(4) The election of directors is governed by Section 16-10a-728.
Amended by Chapter 378, 2010 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 7 - Shareholders › Section 726 - Action by single and multiple voting groups.

16-10a-726.
Action by single and multiple voting groups.
(1) If the articles of incorporation or this chapter provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in Section 16-10a-725.
(2) If the articles of incorporation or this chapter provide for voting by two or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in Section 16-10a-725. One voting group may vote on a matter even though another voting group entitled to vote on the matter has not voted.
Enacted by Chapter 277, 1992 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 7 - Shareholders › Section 727 - Greater quorum or voting requirements.

16-10a-727.
Greater quorum or voting requirements.
(1) The articles of incorporation may provide for a greater quorum or voting requirement for shareholders, or voting groups of shareholders, than is provided for by this chapter.
(2) An amendment to the articles of incorporation that changes or deletes a greater quorum or voting requirement shall meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect.
Amended by Chapter 378, 2010 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 7 - Shareholders › Section 728 - Voting for directors -- Cumulative voting.

16-10a-728.
Voting for directors -- Cumulative voting.
(1) At each election of directors, unless otherwise provided in the articles of incorporation or this chapter, every shareholder entitled to vote at the election has the right to cast, in person or by proxy, all of the votes to which the shareholder's shares are entitled for as many persons as there are directors to be elected and for whose election the shareholder has the right to vote.
(2) Unless otherwise provided in the articles of incorporation or this chapter, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election, at a meeting of shareholders at which a quorum is present.
(3) Shareholders do not have a right to cumulate their votes for the election of directors unless the articles of incorporation so provide.
(4) A statement included in the articles of incorporation to the effect that all or a designated voting group of shareholders are entitled to cumulate their votes for directors, means that the shareholders designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two or more candidates.
(5) Shares entitled to vote cumulatively may be voted cumulatively at each election of directors unless the articles of incorporation provide alternative procedures for the exercise of the cumulative voting rights.
Enacted by Chapter 277, 1992 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 7 - Shareholders › Section 730 - Voting trusts.

16-10a-730.
Voting trusts.
(1) One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust, and transferring to the trustee the shares with respect to which the trustee is to act. When a voting trust agreement is signed, the trustee shall prepare a list of the names and addresses of all owners of beneficial interests in the trust, together with the number and class of shares each transferred to the trust, and promptly cause the corporation to receive copies of the list and agreement. Thereafter the trustee shall cause the corporation to receive changes to the list promptly as they occur and amendments to the agreement promptly as they are made.
(2) A voting trust becomes effective on the date the first shares subject to the trust are registered in the trustee's name. A voting trust is valid for the period provided in the agreement, but not more than 10 years after its effective date unless extended under Subsection (3).
(3) All or some of the parties to a voting trust may extend the voting trust for additional terms of not more than 10 years each by signing an extension agreement and obtaining the trustee's written consent to the extension. An extension is valid for not more than 10 years from the date the first shareholder signs the extension agreement. The trustee shall deliver copies of the extension agreement and list of beneficial owners to the corporation's principal office. An extension agreement binds only those parties signing it.
Amended by Chapter 378, 2010 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 7 - Shareholders › Section 731 - Voting agreements.

16-10a-731.
Voting agreements.
(1) Two or more persons, one or more of whom are shareholders, may provide for the manner in which the shareholders will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to the provisions of Section 16-10a-730.
(2) A voting agreement created under this section may be specifically enforceable.
Enacted by Chapter 277, 1992 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 8 - Directors and Officers › Section 801 - Requirement for and duties of board of directors.

16-10a-801.
Requirement for and duties of board of directors.
(1) Except as provided in Section 16-10a-732, each corporation shall have a board of directors.
(2) All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board of directors, subject to any limitation set forth in the articles of incorporation or in an agreement authorized under Section 16-10a-732.
Amended by Chapter 378, 2010 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 8 - Directors and Officers › Section 802 - Qualifications of directors.

16-10a-802.
Qualifications of directors.
The articles of incorporation or bylaws may prescribe qualifications for directors, except a director shall be a natural person. A director need not be a resident of this state or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe.
Amended by Chapter 41, 1996 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 8 - Directors and Officers › Section 803 - Number and election of directors.

16-10a-803.
Number and election of directors.
(1)
(a) Except as provided in Subsection (1)(b), a corporation's board of directors shall consist of a minimum of three individuals.
(b)
(i) Before any shares are issued, a corporation's board of directors may consist of one or more individuals.
(ii) After shares are issued and for as long as a corporation has fewer than three shareholders entitled to vote for the election of directors, its board of directors may consist of a number of individuals equal to or greater than the number of those shareholders.
(c) The number of directors shall be specified in or fixed in accordance with the bylaws. Unless otherwise provided in the articles of incorporation, the number of initial directors stated in the articles of incorporation as originally filed with the division, if initial directors are so named in the articles of incorporation, shall be superseded by a provision in the bylaws specifying the number of authorized directors.
(d) The number of directors may be increased or decreased from time to time by amendment to the bylaws, but no decrease may have the effect of shortening the term of any incumbent director.
(e) In the absence of a provision in the bylaws or articles of incorporation fixing the number of individuals composing a board of directors, the number shall be the greater of:
(i) the number of directors then in office; or
(ii) the minimum number of directors permitted by this section.
(2) The bylaws may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors. If a range is established, the number of directors may be fixed or changed from time to time within the range by the shareholders or the board of directors.
(3) Directors are elected at each annual meeting of the shareholders except as provided in Section 16-10a-806.
Amended by Chapter 378, 2010 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 8 - Directors and Officers › Section 804 - Election of directors by certain classes of shareholders.

16-10a-804.
Election of directors by certain classes of shareholders.
If the articles of incorporation authorize dividing the shares into classes or series, the articles of incorporation may also authorize the election of all or a specified number or portion of directors by the holders of one or more authorized classes or series of shares. A class or series of shares entitled to elect one or more directors is a separate voting group for purposes of the election of directors.
Enacted by Chapter 277, 1992 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 8 - Directors and Officers › Section 805 - Terms of directors generally.

16-10a-805.
Terms of directors generally.
(1) Except as provided in Section 16-10a-806, the terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected.
(2) The terms of all other directors expire at the next annual shareholders' meeting following their election:
(a) except as provided in:
(i) Section 16-10a-806; or
(ii) Section 16-10a-1023, if a bylaw electing to be governed by Section 16-10a-1023 applies; or
(b) unless a shorter term is specified in the articles of incorporation in the event a director nominee fails to receive a specified vote for election.
(3) A decrease in the number of directors does not shorten an incumbent director's term.
(4)
(a) A director elected to fill a vacancy created other than by an increase in the number of directors shall be elected for the unexpired term of the director's predecessor in office, or for any lesser period as may be prescribed by the board of directors.
(b) If a director is elected to fill a vacancy created by reason of an increase in the number of directors, then the term of the director so elected expires at the next shareholders' meeting at which directors are elected, unless the vacancy is filled by a vote of the shareholders, in which case the term shall expire on the later of:
(i) the next meeting of shareholders at which directors are elected; or
(ii) the term designated for the director at the time of the creation of the position being filled.
(5) Except as otherwise provided in the articles of incorporation, or Section 16-10a-1023, if a bylaw electing to be governed by Section 16-10a-1023 applies, despite the expiration of a director's term, the director continues to serve until the election and qualification of a successor or there is a decrease in the number of directors.
(6) A director whose term has ended may deliver to the division for filing a statement to that effect pursuant to Section 16-10a-1608.
Amended by Chapter 85, 2007 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 8 - Directors and Officers › Section 806 - Staggered terms for directors.

16-10a-806.
Staggered terms for directors.
The articles of incorporation may provide for staggering the terms of directors by dividing the total number of directors into two or three groups, with each group containing 1/2 or 1/3 of the total, as near as may be. In that event, the terms of directors in the first group expire at the first annual shareholders' meeting after their election, the terms of directors in the second group expire at the second annual shareholders' meeting after their election, and the terms of directors in the third group, if any, expire at the third annual shareholders' meeting after their election. Upon the expiration of the initial staggered terms directors shall be elected for terms of two years or three years, as the case may be, to succeed those whose terms expire.
Enacted by Chapter 277, 1992 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 8 - Directors and Officers › Section 807 - Resignation of directors.

16-10a-807.
Resignation of directors.
(1) A director may resign at any time by giving a written notice of resignation to the board of directors, the board's chair, or the corporation's secretary.
(2)
(a) A resignation of a director is effective when the notice is received by the corporation unless the notice specifies a later effective date or an effective date determined by the happening of an event.
(b) A notice of resignation that is conditioned upon failing to receive a specified vote for election as a director may provide that it is irrevocable.
(3) A director who resigns may deliver to the division for filing a statement of the director's resignation pursuant to Section 16-10a-1608.
Amended by Chapter 85, 2007 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 8 - Directors and Officers › Section 808 - Removal of directors by shareholders.

16-10a-808.
Removal of directors by shareholders.
(1) The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause.
(2) If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove him.
(3) If cumulative voting is in effect, a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against removal. If cumulative voting is not in effect, a director may be removed only if the number of votes cast to remove the director exceeds the number of votes cast against removal.
(4) A director may be removed by the shareholders only at a meeting called for the purpose of removing the director and the meeting notice shall state that the purpose, or one of the purposes, of the meeting is removal of the director.
(5) A director who is removed pursuant to this section may deliver to the division for filing a statement to that effect pursuant to Section 16-10a-1608.
Amended by Chapter 378, 2010 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 8 - Directors and Officers › Section 809 - Removal of directors by judicial proceeding.

16-10a-809.
Removal of directors by judicial proceeding.
(1) The district court of the county in this state where a corporation's principal office is located or, if it has no principal office in this state, the district court for Salt Lake County may remove a director in a proceeding commenced either by the corporation or by its shareholders holding at least 10% of the outstanding shares of any class if the court finds that:
(a) the director engaged in fraudulent or dishonest conduct or gross abuse of authority or discretion with respect to the corporation; and
(b) removal is in the best interest of the corporation.
(2) The court that removes a director may bar the director from reelection for a period prescribed by the court.
(3) If shareholders commence a proceeding under Subsection (1), they shall make the corporation a party defendant.
(4) A director who is removed pursuant to this section may deliver to the division for filing a statement to that effect pursuant to Section 16-10a-1608.
Amended by Chapter 364, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 8 - Directors and Officers › Section 810 - Vacancy on board.

16-10a-810.
Vacancy on board.
(1) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:
(a) the shareholders may fill the vacancy;
(b) the board of directors may fill the vacancy; or
(c) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
(2) Unless otherwise provided in the articles of incorporation, if the vacant office was held or is to be held by a director elected by a voting group of shareholders:
(a) if one or more of the other directors elected by the same voting group are serving, only they are entitled to vote to fill the vacancy if it is filled by the directors; and
(b) only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.
(3) A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under Section 16-10a-807 or otherwise, may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.
Amended by Chapter 184, 1993 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 8 - Directors and Officers › Section 820 - Meetings.

16-10a-820.
Meetings.
(1) The board of directors may hold regular or special meetings in or out of this state.
(2) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may hear each other during the meeting. A director participating in a meeting by this means is considered to be present in person at the meeting.
Enacted by Chapter 277, 1992 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 8 - Directors and Officers › Section 821 - Action without meeting.

16-10a-821.
Action without meeting.
(1) Unless the articles of incorporation, bylaws, or this chapter provide otherwise, action required or permitted by this chapter to be taken at a board of directors' meeting may be taken without a meeting if all members of the board consent to the action in writing.
(2)
(a) Action is taken under this section at the time the last director signs a writing describing the action taken, unless, prior to that time, any director has revoked a consent by a writing signed by the director and received by the secretary or any other person authorized by the bylaws or the board of directors to receive the revocation.
(b)
(i) Unless otherwise provided by the bylaws, a director may deliver a written consent under this section by an electronic transmission that provides the corporation with a complete copy of the written consent.
(ii) An electronic transmission consenting to an action under this section is considered to be written, signed, and dated for purposes of this section if the electronic transmission is delivered with information from which the corporation can determine:
(A) that the electronic transmission is transmitted by the director; and
(B) the date on which the electronic transmission is transmitted.
(iii) The date on which an electronic transmission is transmitted is considered the date on which a consent is signed.
(3) Action under this section is effective at the time it is taken under Subsection (2), unless the board of directors establishes a different effective date.
(4) Action taken under this section has the same effect as action taken at a meeting of directors and may be described as such in any document.
Amended by Chapter 227, 2011 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 8 - Directors and Officers › Section 822 - Notice of meeting.

16-10a-822.
Notice of meeting.
(1) Unless the articles of incorporation, bylaws, or this chapter provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place, or purposes of the meeting.
(2) Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors shall be preceded by at least two days' notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation, bylaws, or this chapter.
Amended by Chapter 378, 2010 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 8 - Directors and Officers › Section 823 - Waiver of notice.

16-10a-823.
Waiver of notice.
(1) A director may waive any notice of a meeting before or after the date and time of the meeting stated in the notice. Except as provided by Subsection (2), the waiver shall be in writing and signed by the director entitled to the notice. The waiver shall be delivered to the corporation for filing with the corporate records, but delivery and filing are not conditions to its effectiveness.
(2) A director's attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting, or promptly upon the director's arrival, objects to holding the meeting or transacting business at the meeting because of lack of notice or defective notice, and does not thereafter vote for or assent to action taken at the meeting.
Amended by Chapter 378, 2010 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 8 - Directors and Officers › Section 824 - Quorum and voting.

16-10a-824.
Quorum and voting.
(1) Unless the articles of incorporation or bylaws require a greater number, or, as permitted in Subsection (2), a lower number, a quorum of a board of directors consists of:
(a) a majority of the fixed number of directors if the corporation has a fixed board size; or
(b) a majority of the number of directors prescribed, or if no number is prescribed, of the number in office immediately before the meeting begins, if a range for the size of the board is established pursuant to Subsection 16-10a-803(2).
(2) The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than 1/3 of the fixed or prescribed number of directors determined under Subsection (1).
(3) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation, bylaws, or this chapter require the vote of a greater number of directors.
(4) A director who is present at a meeting of the board of directors when corporate action is taken is considered to have assented to the action taken at the meeting unless:
(a) the director objects at the beginning of the meeting, or promptly upon arrival, to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting;
(b) the director contemporaneously requests his dissent or abstention as to any specific action to be entered into the minutes of the meeting; or
(c) the director causes written notice of a dissent or abstention as to any specific action to be received by the presiding officer of the meeting before adjournment of the meeting or by the corporation promptly after adjournment of the meeting.
(5) The right of dissent or abstention as to a specific action pursuant to Subsection (4) is not available to a director who votes in favor of the action taken.
Amended by Chapter 184, 1993 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 8 - Directors and Officers › Section 825 - Committees.

16-10a-825.
Committees.
(1) Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees and appoint members of the board of directors to serve on them. Each committee shall have two or more members, who serve at the pleasure of the board of directors.
(2) The creation of a committee and appointment of members to it shall be approved by the greater of:
(a) a majority of all the directors in office when the action is taken; or
(b) the number of directors required by the articles of incorporation or bylaws to take action under Section 16-10a-824.
(3) Sections 16-10a-820 through 16-10a-824, which govern meetings, action without meeting, notice, waiver of notice, and quorum and voting requirements of the board of directors, apply to committees and their members as well.
(4) To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the authority of the board of directors under Section 16-10a-801.
(5) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in Section 16-10a-840.
Amended by Chapter 378, 2010 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 8 - Directors and Officers › Section 830 - Required officers.

16-10a-830.
Required officers.
(1) A corporation shall have the officers designated in its bylaws or by the board of directors in a manner not inconsistent with the bylaws. Any officer shall be a natural person.
(2) Officers may be appointed by the board of directors or in any other manner as the board of directors or bylaws may provide. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board of directors.
(3) The bylaws or the board of directors shall delegate to one of the officers responsibility for the preparation and maintenance of minutes of the directors' and shareholders' meetings and other records and information required to be kept by the corporation under Section 16-10a-1601 and for authenticating records of the corporation.
(4) The same individual may simultaneously hold more than one office in a corporation.
Amended by Chapter 41, 1996 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 8 - Directors and Officers › Section 831 - Duties of officers.

16-10a-831.
Duties of officers.
Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent not inconsistent with the bylaws, the duties prescribed by the board of directors or by an officer authorized by the board of directors to prescribe the duties of other officers.
Enacted by Chapter 277, 1992 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 8 - Directors and Officers › Section 832 - Resignation and removal of officers.

16-10a-832.
Resignation and removal of officers.
(1) An officer may resign at any time by giving written notice of the resignation to the corporation.
(2) A resignation of an officer is effective when the notice is received by the corporation, unless the notice specifies a later effective date.
(3) If a resignation is made effective at a later date, the board of directors may permit the officer to remain in office until the effective date and may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date, or the board of directors may remove the officer at any time prior to the effective date and may fill the resulting vacancy.
(4) Unless otherwise provided in the bylaws, the board of directors may remove any officer at any time with or without cause. The bylaws or the board of directors may make provision for the removal of officers by other officers or by the shareholders.
(5) An officer who resigns or is removed or whose appointment has expired may deliver to the division for filing a statement to that effect pursuant to Section 16-10a-1608.
Enacted by Chapter 277, 1992 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 8 - Directors and Officers › Section 833 - Contract rights with respect to officers.

16-10a-833.
Contract rights with respect to officers.
(1) The appointment of an officer does not itself create contract rights.
(2) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.
Enacted by Chapter 277, 1992 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 8 - Directors and Officers › Section 841 - Limitation of liability of directors.

16-10a-841.
Limitation of liability of directors.
(1) Without limiting the generality of Subsection 16-10a-840(4), if so provided in the articles of incorporation or in the bylaws or a resolution to the extent permitted in Subsection (3), a corporation may eliminate or limit the liability of a director to the corporation or to its shareholders for monetary damages for any action taken or any failure to take any action as a director, except liability for:
(a) the amount of a financial benefit received by a director to which he is not entitled;
(b) an intentional infliction of harm on the corporation or the shareholders;
(c) a violation of Section 16-10a-842; or
(d) an intentional violation of criminal law.
(2) No provision authorized under this section may eliminate or limit the liability of a director for any act or omission occurring prior to the date when the provision becomes effective.
(3) Any provision authorized under this section to be included in the articles of incorporation may also be adopted in the bylaws or by resolution, but only if the provision is approved by the same percentage of shareholders of each voting group as would be required to approve an amendment to the articles of incorporation including the provision.
(4) Any foreign corporation authorized to transact business in this state, including any federally chartered depository institution authorized under federal law to transact business in this state, may adopt any provision authorized under this section.
(5) With respect to a corporation that is a depository institution regulated by the Department of Financial Institutions or by an agency of the federal government, any provision authorized under this section may include the elimination or limitation of the personal liability of a director or officer to the corporation's members or depositors.
Amended by Chapter 200, 1994 General Session