reglab/statecodes huggingface dataset:
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 1 - General Provisions › Section 107 - Fees.

16-6a-107.
Fees.
(1) Unless otherwise provided by statute, the division shall charge and collect a fee for services established by the division in accordance with Section 63J-1-504 including fees:
(a) for furnishing a certified copy of any document, instrument, or paper relating to a domestic or foreign nonprofit corporation; and
(b) for the certificate and affixing the seal to a certified copy described in Subsection (1)(a).
(2)
(a) The division shall provide expedited, 24-hour processing of any item under this section upon request.
(b) The division shall charge and collect additional fees established by the division in accordance with Section 63J-1-504 for expedited service provided under Subsection (2)(a).
(3)
(a) The division shall charge and collect a fee determined by the division in accordance with Section 63J-1-504 at the time of any service of process on the director of the division as resident agent of a domestic or foreign nonprofit corporation.
(b) The fee paid under Subsection (3)(a) may be recovered as taxable costs by the party to the suit or action causing the service to be made if the party prevails in the suit or action.
Amended by Chapter 183, 2009 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 1 - General Provisions › Section 108 - Effective time and date of filed documents.

16-6a-108.
Effective time and date of filed documents.
(1)
(a) Except as provided in Subsection (2) and Subsection 16-6a-109(4), a document submitted to the division for filing under this chapter is effective:
(i) at the time of filing; and
(ii) on the date it is filed.
(b) The division's endorsement on the document as described in Subsection 16-6a-110(2) is evidence of the time and date of filing.
(2)
(a) Unless otherwise provided in this chapter, a document, other than an application for a reserved or registered name, may specify conspicuously on its face:
(i) a delayed effective time;
(ii) a delayed effective date; or
(iii) both a delayed effective time and date.
(b) If in accordance with Subsection (2)(a), a delayed time, date, or both, is specified, the document becomes effective as provided in this Subsection (2).
(c) If both a delayed effective time and date are specified, the document becomes effective as specified.
(d) If a delayed effective time but no date is specified, the document is effective on the date it is filed, as that date is specified in the division's time and date endorsement on the document, at the later of:
(i) the time specified on the document as its effective time; or
(ii) the time specified in the time and date endorsement.
(e) If a delayed effective date but no time is specified, the document is effective at the close of business on the date specified as the delayed effective date.
(f) Notwithstanding the other provisions of this Subsection (2), a delayed effective date for a document may not be later than 90 days after the date the document is filed. If a document specifies a delayed effective date that is more than 90 days after the date the document is filed, the document is effective 90 days after the day the document is filed.
(3) If a document specifies a delayed effective date pursuant to Subsection (2), the document may be prevented from becoming effective by the same domestic or foreign nonprofit corporation that originally submitted the document for filing delivering to the division, prior to the specified effective date of the document, a certificate of withdrawal:
(a) executed:
(i) on behalf of the same domestic or foreign nonprofit corporation that originally submitted the document for filing; and
(ii) in the same manner as the document being withdrawn;
(b) stating that:
(i) the document has been revoked by:
(A) appropriate corporate action; or
(B) court order or decree pursuant to Section 16-6a-1007; and
(ii) the document is void; and
(c) if a court order or decree pursuant to Section 16-6a-1007 revokes the document, the court order or decree was entered by a court having jurisdiction of the proceeding for the reorganization of the nonprofit corporation under a specified statute of the United States.
Enacted by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 1 - General Provisions › Section 109 - Correcting filed documents.

16-6a-109.
Correcting filed documents.
(1) A domestic or foreign nonprofit corporation may correct a document filed with the division if the document:
(a) contains an incorrect statement; or
(b) was defectively executed, attested, sealed, verified, or acknowledged.
(2) A document is corrected by delivering to the division for filing articles of correction that:
(a)
(i) describe the document, including its filing date; or
(ii) have attached a copy of the document;
(b) specify:
(i)
(A) the incorrect statement; and
(B) the reason it is incorrect; or
(ii) the manner in which the execution, attestation, sealing, verification, or acknowledgment was defective; and
(c) correct:
(i) the incorrect statement; or
(ii) defective execution, attestation, sealing, verification, or acknowledgment.
(3) Articles of correction may be executed by any person:
(a) designated in Subsection 16-6a-105(6); or
(b) who executed the document that is corrected.
(4)
(a) Articles of correction are effective on the effective date of the document they correct except as to a person:
(i) relying on the uncorrected document; and
(ii) adversely affected by the correction.
(b) As to a person described in Subsection (4)(a), the articles of correction are effective when filed.
Enacted by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 1 - General Provisions › Section 110 - Filing duty of division.

16-6a-110.
Filing duty of division.
(1) If a document delivered to the division for filing satisfies the requirements of Section 16-6a-105, the division shall file the document.
(2)
(a) The division files a document by stamping or otherwise endorsing "Filed" together with the name of the division and the date and time of acceptance for filing on both the document and the accompanying copy.
(b) After filing a document, except as provided in Sections 16-6a-1510 and 16-6a-1608, the division shall deliver the accompanying copy, with the receipt for any filing fees:
(i)
(A) to the domestic or foreign nonprofit corporation for which the filing is made; or
(B) to the representative of the domestic or foreign nonprofit corporation for which the filing is made; and
(ii) at the address:
(A) indicated on the filing; or
(B) that the division determines to be appropriate.
(3) If the division refuses to file a document, the division within 10 days after the day the document is delivered to the division shall return to the person requesting the filing:
(a) the document; and
(b) a written notice providing a brief explanation of the reason for the refusal to file.
(4)
(a) The division's duty to file a document under this section is ministerial.
(b) Except as otherwise specifically provided in this chapter, the division's filing or refusal to file a document does not:
(i) affect the validity or invalidity of the document in whole or in part;
(ii) relate to the correctness or incorrectness of information contained in the document; or
(iii) create a presumption that:
(A) the document is valid or invalid; or
(B) information contained in the document is correct or incorrect.
Amended by Chapter 364, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 1 - General Provisions › Section 111 - Appeal from division's refusal to file document.

16-6a-111.
Appeal from division's refusal to file document.
If the division refuses to file a document delivered to it for filing, in accordance with Title 63G, Chapter 4, Administrative Procedures Act, the following may appeal the refusal to the executive director:
(1) the domestic or foreign nonprofit corporation for which the filing was requested; or
(2) the representative of the domestic or foreign nonprofit corporation for which filing was requested.
Amended by Chapter 382, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 1 - General Provisions › Section 112 - Evidentiary effect of copy of filed document.

16-6a-112.
Evidentiary effect of copy of filed document.
One or more of the following is conclusive evidence that the original document has been filed with the division:
(1) a certificate attached to a copy of a document filed by the division; or
(2) an endorsement, seal, or stamp placed on the copy by the division.
Enacted by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 1 - General Provisions › Section 113 - Certificates issued by the division.

16-6a-113.
Certificates issued by the division.
(1) Any person may apply to the division for:
(a) a certificate of existence for a domestic nonprofit corporation;
(b) a certificate of authorization for a foreign nonprofit corporation; or
(c) a certificate that sets forth any facts of record in the division.
(2) A certificate of existence or certificate of authorization sets forth:
(a)
(i) the domestic nonprofit corporation's corporate name; or
(ii) the foreign nonprofit corporation's corporate name registered in this state;
(b) that:
(i)
(A) the domestic nonprofit corporation is incorporated under the law of this state; and
(B) the date of its incorporation; or
(ii) the foreign nonprofit corporation is authorized to conduct affairs in this state;
(c) that all fees, taxes, and penalties owed to this state have been paid, if:
(i) payment is reflected in the records of the division; and
(ii) nonpayment affects the existence or authorization of the domestic or foreign nonprofit corporation;
(d) that the domestic or foreign nonprofit corporation's most recent annual report required by Section 16-6a-1607 has been filed by the division;
(e) that articles of dissolution have not been filed by the division; and
(f) other facts of record in the division that may be requested by the applicant.
(3) Subject to any qualification stated in the certificate, a certificate issued by the division may be relied upon as conclusive evidence of the facts set forth in the certificate.
Enacted by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 1 - General Provisions › Section 114 - Penalty for signing false documents.

16-6a-114.
Penalty for signing false documents.
(1) It is unlawful for a person to sign a document:
(a) knowing it to be false in any material respect; and
(b) with intent that the document be delivered to the division for filing.
(2) An offense under this section is a class A misdemeanor punishable by a fine not to exceed the fine specified in Section 76-3-301.
Enacted by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 1 - General Provisions › Section 115 - Liability to third parties.

16-6a-115.
Liability to third parties.
The directors, officers, employees, and members of a nonprofit corporation are not personally liable in their capacity as directors, officers, employees, and members for the acts, debts, liabilities, or obligations of a nonprofit corporation.
Enacted by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 1 - General Provisions › Section 116 - Private foundations.

Effective 5/12/2015
16-6a-116.
Private foundations.
Except when otherwise determined by a court of competent jurisdiction, a nonprofit corporation that is a private foundation as defined in Section 509(a), Internal Revenue Code:
(1) shall make distributions for each taxable year at the time and in the manner as not to subject the nonprofit corporation to tax under Section 4942, Internal Revenue Code;
(2) may not engage in any act of self-dealing as defined in Section 4941(d), Internal Revenue Code;
(3) may not retain any excess business holdings as defined in Section 4943(c), Internal Revenue Code;
(4) may not make any investments that would subject the nonprofit corporation to taxation under Section 4944, Internal Revenue Code; and
(5) may not make any taxable expenditures as defined in Section 4945(d), Internal Revenue Code.
Amended by Chapter 240, 2015 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 1 - General Provisions › Section 118 - Electronic documents.

16-6a-118.
Electronic documents.
(1) Notwithstanding the other requirements of this chapter except subject to Section 16-6a-106, the division may by rule permit a writing required or permitted to be filed with the division under this chapter:
(a) to be delivered, mailed, or filed:
(i) in an electronic medium; or
(ii) by electronic transmission; or
(b) to be signed by photographic, electronic, or other means prescribed by rule, except that a writing signed in an electronic medium shall be signed by electronic signature in accordance with Title 46, Chapter 4, Uniform Electronic Transactions Act.
(2) The division may by rule provide for any writing required or permitted to be prepared, delivered, or mailed by the division under this chapter to be prepared, delivered, or mailed:
(a) in an electronic medium; or
(b) by electronic transmission.
Amended by Chapter 21, 2006 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 1 - General Provisions › Section 119 - Execution against a mutual benefit corporation.

16-6a-119.
Execution against a mutual benefit corporation.
(1) As used in this section:
(a) "Judicial lien" means one or more of the following:
(i) a judgment lien; or
(ii) other lien obtained by a judicial or equitable process or proceeding.
(b) "Water right" means:
(i) a right to use water evidenced by a means identified in Section 73-1-10; or
(ii) a right to use water under an approved application:
(A) to appropriate;
(B) for a change of use; or
(C) for the exchange of water.
(c) "Water rights and related assets" means a water right or title to:
(i) a water conveyance facility; or
(ii) other asset of a mutual benefit corporation necessary to divert or distribute water to its members.
(2) Except as provided in Subsection (3), a court may not do the following with regard to a judicial lien recorded on or after May 12, 2009 against the water rights and related assets of a mutual benefit corporation earlier than 180 days after the day on which the judicial lien is recorded or takes effect:
(a) execute the judicial lien;
(b) impose a levy as a result of the judicial lien; or
(c) force the sale, transfer, or change in ownership of the water rights and related assets pursuant to the judicial lien.
(3) This section does not apply to a judicial lien related to a cause of action brought against a mutual benefit corporation by a shareholder under Section 73-3-3.5.
Enacted by Chapter 37, 2009 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 2 - Incorporation › Section 201 - Incorporators.

16-6a-201.
Incorporators.
(1) One or more persons may act as incorporators of a nonprofit corporation by delivering to the division for filing articles of incorporation meeting the requirements of Section 16-6a-202.
(2) An incorporator who is a natural person shall be 18 years of age or older.
Enacted by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 2 - Incorporation › Section 203 - Incorporation.

Effective 5/12/2015
16-6a-203.
Incorporation.
(1) A nonprofit corporation is incorporated, and its corporate existence begins:
(a) when the articles of incorporation are filed by the division; or
(b) if a delayed effective date is specified pursuant to Subsection 16-6a-108(2), on the delayed effective date, unless a certificate of withdrawal is filed prior to the delayed effective date.
(2) Notwithstanding Subsection 16-6a-110(4), the filing of the articles of incorporation by the division is conclusive proof that all conditions precedent to incorporation have been satisfied, except in a proceeding by the state to:
(a) cancel or revoke the incorporation; or
(b) involuntarily dissolve the nonprofit corporation.
Amended by Chapter 240, 2015 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 2 - Incorporation › Section 204 - Liability for preincorporation transactions.

16-6a-204.
Liability for preincorporation transactions.
All persons purporting to act as or on behalf of a nonprofit corporation, knowing there is no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting.
Enacted by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 2 - Incorporation › Section 205 - Organization of the nonprofit corporation.

16-6a-205.
Organization of the nonprofit corporation.
(1) After incorporation:
(a) if initial directors are named in the articles of incorporation, the initial directors may hold an organizational meeting, at the call of a majority of the initial directors, to complete the organization of the nonprofit corporation by:
(i) appointing officers;
(ii) adopting bylaws, if desired; and
(iii) carrying on any other business brought before the meeting; or
(b) if initial directors are not named in the articles of incorporation, until directors are elected, the incorporators may hold an organizational meeting at the call of a majority of the incorporators to do whatever is necessary and proper to complete the organization of the nonprofit corporation, including:
(i) the election of directors and officers;
(ii) the appointment of members; and
(iii) the adoption and amendment of bylaws.
(2) Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents that:
(a) describe the action taken; and
(b) are signed by each incorporator.
(3) An organizational meeting may be held in or out of this state.
Enacted by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 2 - Incorporation › Section 206 - Bylaws.

16-6a-206.
Bylaws.
(1)
(a) The board of directors of a nonprofit corporation may adopt initial bylaws for the nonprofit corporation.
(b) If no directors of the nonprofit corporation have been elected, the incorporators may adopt initial bylaws for the nonprofit corporation.
(c) If neither the incorporators nor the board of directors have adopted initial bylaws, the members, if any, may adopt initial bylaws.
(2) The bylaws of a nonprofit corporation may contain any provision for managing the business and regulating the affairs of the nonprofit corporation that is not inconsistent with law or the articles of incorporation, including management and regulation of the nonprofit corporation in the event of an emergency.
Enacted by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 2 - Incorporation › Section 207 - Incorporation of cooperative association.

Effective 5/9/2017
16-6a-207.
Incorporation of cooperative association.
(1)
(a) If a cooperative association meets the requirements of Subsection (1)(b), it may:
(i) be incorporated under this chapter; and
(ii) use the word "cooperative" as part of its corporate or business name.
(b) A cooperative association described in Subsection (1)(a):
(i) may not be an association subject to the insurance or credit union laws of this state; and
(ii) shall state in its articles of incorporation that:
(A) a member may not have more than one vote regardless of the number or amount of stock or membership capital owned by the member unless voting is based in whole or in part on the volume of patronage of the member with the cooperative association; and
(B) savings in excess of dividends and additions to reserves and surplus shall be distributed or allocated to members or patrons on the basis of patronage.
(2)
(a) Any cooperative association incorporated in accordance with Subsection (1):
(i) has all the rights and is subject to the limitations provided in Section 3-1-11; and
(ii) may pay dividends on its stock, if it has stock, subject to the limitations of Section 3-1-11.
(b) The articles of incorporation or the bylaws of a cooperative association incorporated in accordance with Subsection (1) may provide for:
(i) the establishment and alteration of voting districts;
(ii) the election of delegates to represent:
(A) the districts described in Subsection (2)(b)(i); and
(B) the members of the districts described in Subsection (2)(b)(i);
(iii) the establishment and alteration of director districts; and
(iv) the election of directors to represent the districts described in Subsection (2)(b)(ii) by:
(A) the members of the districts; or
(B) delegates elected by the members.
(3)
(a) A corporation organized under Title 3, Uniform Agricultural Cooperative Association Act, or Title 16, Chapter 16, Uniform Limited Cooperative Association Act, may convert itself into a cooperative association subject to this chapter by adopting appropriate amendments to its articles of incorporation by which:
(i) it elects to become subject to this chapter; and
(ii) makes changes in its articles of incorporation that are:
(A) required by this chapter; and
(B) any other changes permitted by this chapter.
(b) The amendments described in Subsection (3)(a) shall be adopted and filed in the manner provided by the law then applicable to the cooperative nonprofit corporation.
(4) Except as otherwise provided in this section, a cooperative nonprofit corporation is subject to this chapter.
(5) A corporation that is a cooperative under this chapter may convert to a limited cooperative association under Title 16, Chapter 16, Uniform Limited Cooperative Association Act, by complying with that chapter.
Amended by Chapter 168, 2017 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 3 - Purposes And Powers › Section 301 - Purposes.

Effective 5/9/2017
16-6a-301.
Purposes.
(1) Every nonprofit corporation incorporated under this chapter that in its articles of incorporation has a statement meeting the requirements of Subsection 16-6a-202(3)(a) may engage in any lawful activity except for express limitations set forth in the articles of incorporation.
(2)
(a) A nonprofit corporation engaging in an activity that is subject to regulation under another statute of this state may incorporate under this chapter only if permitted by, and subject to all limitations of, the other statute.
(b) Without limiting Subsection (2)(a), an organization may not be organized under this chapter if the organization is subject to the:
(i) insurance laws of this state; or
(ii) laws governing depository institutions as defined in Section 7-1-103.
Amended by Chapter 168, 2017 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 3 - Purposes And Powers › Section 303 - Emergency powers.

16-6a-303.
Emergency powers.
(1) In anticipation of or during an emergency defined in Subsection (4), the board of directors may:
(a) modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent;
(b) adopt bylaws to be effective only in an emergency; and
(c)
(i) relocate the principal office;
(ii) designate an alternative principal office or regional office; or
(iii) authorize officers to relocate or designate an alternative principal office or regional office.
(2) During an emergency as defined in Subsection (4), unless emergency bylaws provide otherwise:
(a) notice of a meeting of the board of directors:
(i) need be given only to those directors whom it is practicable to reach; and
(ii) may be given in any practicable manner, including by publication or radio; and
(b) the officers of the nonprofit corporation present at a meeting of the board of directors may be considered to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
(3) Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the nonprofit corporation:
(a) binds the nonprofit corporation; and
(b) may not be the basis for the imposition of liability on any director, officer, employee, or agent of the nonprofit corporation on the ground that the action was not an authorized corporate action.
(4) An emergency exists for purposes of this section if a quorum of the directors cannot readily be obtained because of a catastrophic event.
Enacted by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 3 - Purposes And Powers › Section 304 - Ultra vires.

16-6a-304.
Ultra vires.
(1) Except as provided in Subsection (2), the validity of corporate action may not be challenged on the ground that the nonprofit corporation lacks or lacked power to act.
(2) A nonprofit corporation's power to act may be challenged:
(a) in a proceeding against the nonprofit corporation to enjoin the act brought by:
(i) a director; or
(ii) one or more voting members in a derivative proceeding;
(b) in a proceeding by or in the right of the nonprofit corporation, whether directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the nonprofit corporation; or
(c) in a proceeding by the attorney general under Section 16-6a-1414.
(3) In a proceeding under Subsection (2)(a) to enjoin an unauthorized corporate act, the court may:
(a) enjoin or set aside the act, if:
(i) it would be equitable to do so; and
(ii) all affected persons are parties to the proceeding; and
(b) award damages for loss, including anticipated profits, suffered by the nonprofit corporation or another party because of an injunction issued under this section.
Enacted by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 4 - Name › Section 402 - Reserved name.

16-6a-402.
Reserved name.
(1)
(a) Any person may apply for the reservation of the exclusive use of a corporate name by delivering an application for reservation of name to the division for filing, setting forth:
(i) the name and address of the applicant; and
(ii) the name proposed to be reserved.
(b)
(i) If the division finds that the name applied for would be available for corporate use, the division shall reserve the name for the applicant's exclusive use for 120 days from the day the division receives the application under Subsection (1)(a).
(ii) A reservation may be renewed.
(2) The owner of a reserved corporate name may transfer the reservation to any other person by delivery to the division for filing of a notice of the transfer that has been executed by the owner and states:
(a) the reserved name;
(b) the name of the owner; and
(c) the name and address of the transferee.
(3)
(a) The corporate name set forth in a document described in Subsection (3)(b) is reserved until the document:
(i) becomes effective pursuant to Subsection 16-6a-108(2); or
(ii) is withdrawn under Subsection 16-6a-108(3).
(b) Subsection (3)(a) applies to a document that:
(i) is one of the following:
(A) articles of incorporation;
(B) articles of amendment to articles of incorporation;
(C) restated articles of incorporation; or
(D) articles of merger;
(ii) specifies a delayed effective date pursuant to Subsection 16-6a-108(2);
(iii) sets forth a new corporate name; and
(iv) is filed by the division.
Enacted by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 4 - Name › Section 403 - Corporate name -- Limited rights.

16-6a-403.
Corporate name -- Limited rights.
The authorization granted by the division to file articles of incorporation under a corporate name or to reserve a name does not:
(1) abrogate or limit the law governing unfair competition or unfair trade practices;
(2) derogate from the common law the principles of equity or the statutes of this state or of the United States with respect to the right to acquire and protect names and trademarks; or
(3) create an exclusive right in geographic or generic terms contained within a name.
Enacted by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 6 - Members › Section 602 - Number and classes.

16-6a-602.
Number and classes.
(1) A nonprofit corporation may have:
(a) one or more classes of voting or nonvoting members; and
(b) one or more members in each class described in Subsection (1)(a).
(2) The bylaws may designate:
(a) the class or classes of members; and
(b) the qualifications and rights of the members of each class of members including the matters or items for which voting members may vote.
Enacted by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 6 - Members › Section 603 - Admission.

16-6a-603.
Admission.
(1) The bylaws may establish:
(a) criteria or procedures for admission of members; and
(b) the procedure for replacing:
(i) a member; or
(ii) a membership interest.
(2) A person may not be admitted as a member without the person's consent.
Amended by Chapter 197, 2002 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 6 - Members › Section 604 - Consideration.

16-6a-604.
Consideration.
Unless otherwise provided by the bylaws, a nonprofit corporation may admit members:
(1) for no consideration; or
(2) for such consideration as is determined by the board of directors.
Enacted by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 6 - Members › Section 605 - Differences in rights and obligations of members.

16-6a-605.
Differences in rights and obligations of members.
Unless otherwise provided by this chapter or the bylaws:
(1) all voting members shall have the same rights and obligations with respect to voting and all other matters that this chapter specifically reserves to voting members; and
(2) with respect to matters not reserved under Subsection (1), all members, including voting members, shall have the same rights and obligations.
Enacted by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 6 - Members › Section 606 - Transfers.

Effective 5/9/2017
16-6a-606.
Transfers.
(1) Except as provided in Subsection (3), and unless otherwise provided in the articles of incorporation or the bylaws, a member of a nonprofit corporation may not transfer:
(a) a membership; or
(b) any right arising from a membership.
(2) Except as provided in Subsection (3), where transfer rights have been provided in the articles of incorporation or the bylaws of a nonprofit corporation, a restriction on transfer rights may not be binding with respect to a member holding a membership issued before the adoption of the restriction, unless the restriction is approved by the affected member.
(3)
(a) For a water company, unless otherwise provided by the articles of incorporation or bylaws, ownership of shares is transferrable.
(b) Any restriction on the transfer of ownership under Subsection (3)(a):
(i) shall be reasonable;
(ii) shall be adopted in good faith and for a legitimate purpose;
(iii) shall be adopted in the best interest of the water company and its shareholders; and
(iv) may not discriminate against any individual shareholder or class of shareholders, but in a company where there are classes or divisions of stock, restrictions may differ between the classes or divisions.
(c) Nothing in this section is intended to alter any right or remedy a shareholder may have under Sections 16-6a-612, 16-6a-808, 16-6a-809, 16-6a-822, 16-6a-824, and 16-6a-825, or any other applicable law.
Amended by Chapter 358, 2017 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 6 - Members › Section 607 - Creditor's action against member.

16-6a-607.
Creditor's action against member.
A proceeding may not be brought by a creditor to reach the liability, if any, of a member to the nonprofit corporation unless:
(1)
(a) final judgment has been rendered in favor of the creditor against the nonprofit corporation; and
(b) execution has been returned unsatisfied in whole or in part; or
(2) a proceeding described in Subsection (1) would be useless.
Enacted by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 6 - Members › Section 608 - Resignation.

16-6a-608.
Resignation.
(1) Unless otherwise provided by the bylaws, a member may resign at any time.
(2) The resignation of a member does not relieve the member from any obligation or commitment the member may have to the nonprofit corporation incurred or made prior to resignation.
Enacted by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 6 - Members › Section 609 - Termination, expulsion, or suspension.

16-6a-609.
Termination, expulsion, or suspension.
(1) Unless otherwise provided by the bylaws, except pursuant to a procedure that is fair and reasonable:
(a) a member of a nonprofit corporation may not be expelled or suspended; and
(b) membership in a nonprofit corporation may not be terminated or suspended.
(2) For purposes of this section, a procedure is fair and reasonable when either:
(a) the bylaws or a written policy of the board of directors set forth a procedure that provides:
(i) not less than 15 days prior written notice of:
(A) the expulsion, suspension, or termination; and
(B) the reasons for the expulsion, suspension, or termination; and
(ii) an opportunity for the member to be heard:
(A) orally or in writing;
(B) not less than five days before the effective date of the expulsion, suspension, or termination; and
(C) by one or more persons authorized to decide that the proposed expulsion, termination, or suspension not take place; or
(b) it is fair and reasonable taking into consideration all of the relevant facts and circumstances.
(3) For purposes of this section, any written notice given by mail shall be given by first-class or certified mail sent to the last address of the member shown on the nonprofit corporation's records.
(4) Unless otherwise provided by the bylaws, any proceeding challenging an expulsion, suspension, or termination, including a proceeding in which defective notice is alleged, shall be commenced within one year after the effective date of the expulsion, suspension, or termination.
(5) Unless otherwise provided by the bylaws, a member who has been expelled or suspended may be liable to the nonprofit corporation for dues, assessments, or fees as a result of an obligation incurred or commitment made prior to the effective date of the expulsion or suspension.
(6) A mutual benefit corporation that complies with Section 70A-8-409.1 is considered to have followed a fair and reasonable procedure for purposes of this section without the existence of a written policy or bylaw otherwise required by this section.
Amended by Chapter 311, 2011 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 6 - Members › Section 610 - Purchase of memberships.

Effective 5/9/2017
16-6a-610.
Purchase of memberships.
(1) Unless otherwise provided in the articles of incorporation or the bylaws, a nonprofit corporation may not purchase the membership of a member:
(a) who resigns; or
(b) whose membership is terminated.
(2)
(a) If so authorized, a nonprofit corporation may purchase the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditions set forth in or authorized by:
(i) its articles of incorporation or its bylaws; or
(ii) agreement with the affected member.
(b) A payment permitted under Subsection (2)(a) may not violate:
(i) Section 16-6a-1301; or
(ii) any other provision of this chapter.
(3) A mutual benefit corporation may purchase a member's membership if, after the purchase is completed:
(a) the mutual benefit corporation would be able to pay its debts as they become due in the usual course of its activities; and
(b) the mutual benefit corporation's total assets would at least equal the sum of its total liabilities.
(4) A water company may purchase the shares of a shareholder who is delinquent in payment of shareholder assessments, in accordance with Chapter 4, Share Assessment Act.
Amended by Chapter 358, 2017 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 6 - Members › Section 611 - Property rights.

Effective 5/9/2017
16-6a-611.
Property rights.
(1) A member has no right relating to management, control, purpose, or duration of the nonprofit corporation, except as provided by:
(a) the articles of incorporation or the bylaws of a mutual benefit corporation; or
(b) other applicable law.
(2) Unless otherwise provided by agreement, articles of incorporation, or the bylaws of a water company, and subject to the general liabilities and obligations of the water company, a shareholder in a water company has:
(a) an equitable, beneficial interest in the use of the water supply of the water company, proportionate to the shareholder's shares in the water company, which is an interest in real property; and
(b) the right to have the shareholder's proportionate share of the water delivered through a diversion structure, ditch, canal, storage and distribution facility, or other appurtenance of the water company, in accordance with:
(i) the distribution method of the water company; or
(ii) an approved change application under Section 73-3-3.5.
Amended by Chapter 358, 2017 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 6 - Members › Section 613 - Delegates.

16-6a-613.
Delegates.
(1) A nonprofit corporation may provide in its bylaws for delegates having some or all of the authority of members.
(2) The bylaws may set forth provisions relating to:
(a) the characteristics, qualifications, rights, limitations, and obligations of delegates, including their selection and removal;
(b) calling, noticing, holding, and conducting meetings of delegates; and
(c) carrying on corporate activities during and between meetings of delegates.
Enacted by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 7 - Member Meetings and Voting › Section 701 - Annual and regular meetings.

16-6a-701.
Annual and regular meetings.
(1) Unless the bylaws eliminate the requirement for holding an annual meeting, a nonprofit corporation that has voting members shall hold a meeting of the voting members annually:
(a) at a time and date stated in or fixed in accordance with the bylaws; or
(b) if a time and date is not stated in or fixed in accordance with the bylaws, at a time and date stated in or fixed in accordance with a resolution of the board of directors.
(2) A nonprofit corporation with members may hold regular membership meetings at:
(a) a time and date stated in or fixed in accordance with the bylaws; or
(b) if a time and date is not stated in or fixed in accordance with the bylaws, at a time and date stated in or fixed in accordance with a resolution of the board of directors.
(3)
(a) Annual and regular membership meetings may be held in or out of this state:
(i) at the place stated in or fixed in accordance with the bylaws; or
(ii) if no place is stated in or fixed in accordance with the bylaws, at a place stated in or fixed in accordance with a resolution of the board of directors.
(b) If no place is stated or fixed in accordance with Subsection (3)(a), annual and regular meetings shall be held at the nonprofit corporation's principal office.
(4) The failure to hold an annual or regular meeting at the time and date determined pursuant to Subsection (1) does not:
(a) affect the validity of any corporate action; or
(b) work a forfeiture or dissolution of the nonprofit corporation.
Enacted by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 7 - Member Meetings and Voting › Section 702 - Special meetings.

16-6a-702.
Special meetings.
(1) A nonprofit corporation shall hold a special meeting of its members:
(a) on call of:
(i) its board of directors; or
(ii) the person or persons authorized by the bylaws or resolution of the board of directors to call a special meeting; or
(b) unless otherwise provided by the bylaws, if the nonprofit corporation receives one or more written demands for the meeting, that:
(i) state the purpose or purposes for which the meeting is to be held; and
(ii) are signed and dated by members holding at least 10% of all the votes entitled pursuant to the bylaws to be cast on any issue proposed to be considered at the meeting.
(2) If not otherwise fixed under Section 16-6a-703 or 16-6a-706, the record date for determining the members entitled to demand a special meeting pursuant to Subsection (1)(b) is the later of the date of:
(a) the earliest of any of the demands pursuant to which the meeting is called; or
(b) the date that is 60 days before the date the first of the demands is received by the nonprofit corporation.
(3) If a notice for a special meeting demanded pursuant to Subsection (1)(b) is not given pursuant to Section 16-6a-704 within 30 days after the date the written demand is delivered to a corporate officer, regardless of the requirements of Subsection (4), a person signing the demand may:
(a) set the time and place of the meeting; and
(b) give notice pursuant to Section 16-6a-704.
(4)
(a) A special meeting of the members may be held in or out of this state:
(i) at the place stated in or fixed in accordance with the bylaws; or
(ii) if a place is not stated in or fixed in accordance with the bylaws, at a place stated in or fixed in accordance with a resolution of the board of directors.
(b) If no place is stated or fixed in accordance with Subsection (3)(a) or (4)(a), a special meeting of the members shall be held at the nonprofit corporation's principal office.
(5) Unless otherwise provided by the bylaws, only business within the purposes described in the notice of the meeting required by Subsection 16-6a-704(3) may be conducted at a special meeting of the members.
Enacted by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 7 - Member Meetings and Voting › Section 703 - Court-ordered meeting.

Superseded 7/1/2024
16-6a-703.
Court-ordered meeting.
(1)
(a) Upon an application described in Subsection (1)(b) the holding of a meeting of the members may be summarily ordered by:
(i) the district court of the county in this state where the nonprofit corporation's principal office is located; or
(ii) if the nonprofit corporation has no principal office in this state, the district court in and for Salt Lake County.
(b) Subsection (1)(a) applies to an application by:
(i) any voting member entitled to participate in an annual meeting if an annual meeting was required to be held and was not held within 15 months after:
(A) the corporation's last annual meeting; or
(B) if there has been no annual meeting, the date of incorporation; or
(ii) any person who participated in a call of or demand for a special meeting effective under Subsection 16-6a-702(1), if:
(A) notice of the special meeting was not given within 30 days after:
(I) the date of the call; or
(II) the date the last of the demands necessary to require the calling of the meeting was received by the nonprofit corporation pursuant to Subsection 16-6a-702(1)(b); or
(B) the special meeting was not held in accordance with the notice.
(2) A court that orders a meeting under Subsection (1) may:
(a) fix the time and place of the meeting;
(b) determine the members entitled to participate in the meeting;
(c) specify a record date for determining members entitled to notice of and to vote at the meeting;
(d) prescribe the form and content of the notice of the meeting;
(e)
(i) fix the quorum required for specific matters to be considered at the meeting; or
(ii) direct that the votes represented at the meeting constitute a quorum for action on the specific matters to be considered at the meeting; and
(f) enter other orders necessary or appropriate to accomplish the holding of the meeting.
Amended by Chapter 364, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 7 - Member Meetings and Voting › Section 703 - Court-ordered meeting.

Effective 7/1/2024
16-6a-703.
Court-ordered meeting.
(1)
(a) A voting member entitled to participate in an annual meeting may petition a court with jurisdiction under Title 78A, Judiciary and Judicial Administration, if an annual meeting was required to be held and was not held within 15 months after:
(i) the corporation's last annual meeting; or
(ii) if there has been no annual meeting, the date of incorporation.
(b) A person who participated in a call of or demand for a special meeting effective under Subsection 16-6a-702(1) may petition a court with jurisdiction under Title 78A, Judiciary and Judicial Administration, if:
(i) notice of the special meeting was not given within 30 days after
the date of the call or
the date the last of the demands necessary to require the calling of the meeting was received by the nonprofit corporation pursuant to Subsection 16-6a-702(1)(b); or
(ii) the special meeting was not held in accordance with the notice.
(2) If a petition is filed under this section, the court may summarily order the holding of a meeting of the members.
(3) A court that orders a meeting under Subsection (2) may:
(a) fix the time and place of the meeting;
(b) determine the members entitled to participate in the meeting;
(c) specify a record date for determining members entitled to notice of and to vote at the meeting;
(d) prescribe the form and content of the notice of the meeting;
(e)
(i) fix the quorum required for specific matters to be considered at the meeting; or
(ii) direct that the votes represented at the meeting constitute a quorum for action on the specific matters to be considered at the meeting; and
(f) enter other orders necessary or appropriate to accomplish the holding of the meeting.
Amended by Chapter 401, 2023 General Session