reglab/statecodes huggingface dataset:
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 8 - Directors and Officers › Section 824 - Liability of directors for unlawful distributions.

16-6a-824.
Liability of directors for unlawful distributions.
(1)
(a) A director who votes for or assents to a distribution made in violation of Section 16-6a-1301 or the articles of incorporation is personally liable to the nonprofit corporation for the amount of the distribution that exceeds what could have been distributed without violating Section 16-6a-1301 or the articles of incorporation, if it is established that the director's duties were not performed in compliance with Section 16-6a-822.
(b) In any proceeding commenced under this section, a director has all of the defenses ordinarily available to a director.
(2) A director held liable under Subsection (1) for an unlawful distribution is entitled to contribution:
(a) from every other director who could be held liable under Subsection (1) for the unlawful distribution; and
(b) from each member who accepted the distribution knowing the distribution was made in violation of Section 16-6a-1301 or the articles of incorporation.
(3) The amount of the contribution from each member under Subsection (2)(b) is the amount of the distribution to the member multiplied by the percentage of the amount of distribution to all members that exceeded what could have been distributed to members without violating Section 16-6a-1301 or the articles of incorporation.
Amended by Chapter 197, 2002 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 8 - Directors and Officers › Section 826 - Common members, directors, or officers.

16-6a-826.
Common members, directors, or officers.
(1) Two or more nonprofit corporations may have members, directors, or officers that are common to each nonprofit corporation.
(2) The fact of common members, directors, or officers in two or more nonprofit corporations may not, by itself, create an inference that the nonprofit corporations individually or collectively:
(a) are agents or alter egos of one another; or
(b) have been formed or availed of, for an improper purpose.
(3) The doctrine of "piercing the corporate veil" may not be applied to one or more nonprofit corporations solely because of the fact of common members, directors, or officers.
Amended by Chapter 127, 2001 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 9 - Indemnification › Section 902 - Authority to indemnify directors.

16-6a-902.
Authority to indemnify directors.
(1) Except as provided in Subsection (4), a nonprofit corporation may indemnify an individual made a party to a proceeding because the individual is or was a director, against liability incurred in the proceeding if:
(a) the individual's conduct was in good faith;
(b) the individual reasonably believed that the individual's conduct was in, or not opposed to, the corporation's best interests; and
(c) in the case of any criminal proceeding, the individual had no reasonable cause to believe the individual's conduct was unlawful.
(2) A director's conduct with respect to any employee benefit plan for a purpose the director reasonably believed to be in or not opposed to the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of Subsection (1)(b).
(3) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section.
(4) A nonprofit corporation may not indemnify a director under this section:
(a) in connection with a proceeding by or in the right of the nonprofit corporation in which the director was adjudged liable to the nonprofit corporation; or
(b) in connection with any other proceeding charging that the director derived an improper personal benefit, whether or not involving action in the director's official capacity, in which proceeding the director was adjudged liable on the basis that the director derived an improper personal benefit.
(5) Indemnification permitted under this section in connection with a proceeding by or in the right of the nonprofit corporation is limited to reasonable expenses incurred in connection with the proceeding.
Enacted by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 9 - Indemnification › Section 903 - Mandatory indemnification of directors.

16-6a-903.
Mandatory indemnification of directors.
(1) Unless limited by its bylaws, a nonprofit corporation shall indemnify a director described in Subsection (2) against reasonable expenses incurred by the director in connection with the proceeding or claim with respect to which the director has been successful.
(2) Subsection (1) applies to a director who was successful, on the merits or otherwise, in the defense of:
(a) any proceeding to which the director was a party because the director is or was a director of the nonprofit corporation; or
(b) any claim, issue, or matter in the proceeding, to which the director was a party because the director is or was a director of the nonprofit corporation.
Amended by Chapter 228, 2006 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 9 - Indemnification › Section 904 - Advance of expenses for directors.

16-6a-904.
Advance of expenses for directors.
(1) A nonprofit corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if:
(a) the director furnishes the nonprofit corporation a written affirmation of the director's good faith belief that the director has met the applicable standard of conduct described in Section 16-6a-902;
(b) the director furnishes the nonprofit corporation a written undertaking, executed personally or on the director's behalf, to repay the advance, if it is ultimately determined that the director did not meet the standard of conduct; and
(c) a determination is made that the facts then known to those making the determination would not preclude indemnification under this part.
(2) The undertaking required by Subsection (1)(b):
(a) shall be an unlimited general obligation of the director;
(b) need not be secured; and
(c) may be accepted without reference to financial ability to make repayment.
(3) Determinations and authorizations of payments under this section shall be made in the manner specified in Section 16-6a-906.
Enacted by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 9 - Indemnification › Section 905 - Court-ordered indemnification of directors.

Effective 5/12/2015
16-6a-905.
Court-ordered indemnification of directors.
(1) Unless a nonprofit corporation's articles of incorporation provide otherwise, a director of the nonprofit corporation who is or was a party to a proceeding may apply for indemnification to:
(a) the court conducting the proceeding; or
(b) another court of competent jurisdiction.
(2) On receipt of an application described in Subsection (1), the court, after giving any notice the court considers necessary, may order indemnification in the following manner:
(a) if the court determines that the director is entitled to mandatory indemnification under Section 16-6a-903, the court shall:
(i) order indemnification; and
(ii) order the nonprofit corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification; and
(b) if the court determines that the director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the applicable standard of conduct set forth in Section 16-6a-902 or was adjudged liable as described in Subsection 16-6a-902(4), the court may order indemnification as the court determines to be proper, except that the indemnification with respect to any proceeding in which liability has been adjudged in the circumstances described in Subsection 16-6a-902(4) is limited to reasonable expenses incurred.
Amended by Chapter 240, 2015 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 9 - Indemnification › Section 907 - Indemnification of officers, employees, fiduciaries, and agents.

16-6a-907.
Indemnification of officers, employees, fiduciaries, and agents.
Unless a nonprofit corporation's articles of incorporation provide otherwise:
(1) to the same extent as a director, an officer of the nonprofit corporation is entitled to:
(a) mandatory indemnification under Section 16-6a-903; and
(b) apply for court-ordered indemnification under Section 16-6a-905;
(2) a nonprofit corporation may indemnify and advance expenses to an officer, employee, fiduciary, or agent of the nonprofit corporation to the same extent as to a director; and
(3) a nonprofit corporation may indemnify and advance expenses to an officer, employee, fiduciary, or agent who is not a director to a greater extent if:
(a) not inconsistent with public policy; and
(b) provided for by:
(i) its articles of incorporation or bylaws;
(ii) general or specific action of its board of directors; or
(iii) contract.
Amended by Chapter 197, 2002 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 9 - Indemnification › Section 908 - Insurance.

16-6a-908.
Insurance.
(1) A nonprofit corporation may purchase and maintain liability insurance:
(a) on behalf of a person who:
(i) is or was a director, officer, employee, fiduciary, or agent of the nonprofit corporation; or
(ii) while serving as a director, officer, employee, fiduciary, or agent of the nonprofit corporation at the request of the nonprofit corporation, is or was serving as a director, officer, partner, trustee, employee, fiduciary, or agent of:
(A) another foreign or domestic nonprofit corporation;
(B) other person; or
(C) an employee benefit plan; and
(b) against liability asserted against or incurred by the person in that capacity or arising from the person's status as a director, officer, employee, fiduciary, or agent, whether or not the nonprofit corporation would have power to indemnify the person against the same liability under Section 16-6a-902, 16-6a-903, or 16-6a-907.
(2) Insurance may be procured from any insurance company designated by the board of directors, whether the insurance company is formed under the laws of this state or any other jurisdiction of the United States or elsewhere, including any insurance company in which the nonprofit corporation has an equity or any other interest through stock ownership or otherwise.
Enacted by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 9 - Indemnification › Section 909 - Limitations on indemnification of directors.

16-6a-909.
Limitations on indemnification of directors.
(1)
(a) A provision treating a nonprofit corporation's indemnification of, or advance for expenses to, directors that is contained in the following is valid only if and to the extent the provision is not inconsistent with this part:
(i) the articles of incorporation or bylaws of the nonprofit corporation;
(ii) a resolution of the nonprofit corporation's members or board of directors;
(iii) a contract, except an insurance policy; or
(iv) other writing.
(b) If the articles of incorporation limit indemnification or advance of expenses, indemnification and advance of expenses are valid only to the extent not inconsistent with the articles of incorporation.
(2) This part does not limit a nonprofit corporation's power to pay or reimburse expenses incurred by a director in connection with the director's appearance as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to the proceeding.
Enacted by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 9 - Indemnification › Section 910 - Notice to voting members of indemnification of director.

16-6a-910.
Notice to voting members of indemnification of director.
(1) If a nonprofit corporation indemnifies or advances expenses to a director under this part in connection with a proceeding by or in the right of the nonprofit corporation, the nonprofit corporation shall give written notice of the indemnification or advance to the voting members with or before the notice of the next voting members' meeting.
(2) If the next voting member action after the indemnification or advance is taken without a meeting at the instigation of the board of directors, the notice shall be given to the voting members at or before the time the first voting member signs a writing consenting to the action.
Enacted by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 10 - Amendment of Articles of Incorporation and Bylaws › Section 1001 - Authority to amend articles of incorporation.

16-6a-1001.
Authority to amend articles of incorporation.
(1) A nonprofit corporation may amend its articles of incorporation at any time to:
(a) add or change a provision that is required or permitted in the articles of incorporation; or
(b) delete a provision not required in the articles of incorporation.
(2) Whether a provision is required or permitted in the articles of incorporation is determined as of the effective date of the amendment.
Enacted by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 10 - Amendment of Articles of Incorporation and Bylaws › Section 1002 - Amendment of articles of incorporation by board of directors or incorporators.

Effective 5/12/2015
16-6a-1002.
Amendment of articles of incorporation by board of directors or incorporators.
(1) Unless otherwise provided in the articles of incorporation, the board of directors may adopt, without member approval, one or more amendments to the articles of incorporation to:
(a) delete the names and addresses of the initial directors;
(b) change the information required by Subsection 16-17-203(1), but an amendment is not required to change the information;
(c) change the corporate name by:
(i) substituting the word "corporation," "incorporated," "company," "limited," or an abbreviation of any such word for a similar word or abbreviation in the name; or
(ii) adding, deleting, or changing a geographical attribution; or
(d) make any other change expressly permitted by this chapter to be made without member action.
(2) The board of directors may adopt, without member action, one or more amendments to the articles of incorporation to change the corporate name, if necessary, in connection with the reinstatement of a nonprofit corporation pursuant to Section 16-6a-1412.
(3)
(a) Subject to any approval required pursuant to Section 16-6a-1013, if a nonprofit corporation has no members, no members entitled to vote on amendments, or no members yet admitted to membership, one or more amendments to the nonprofit corporation's articles of incorporation may be adopted by:
(i) its incorporators until directors have been chosen; or
(ii) its directors after the directors have been chosen.
(b) A nonprofit corporation described in Subsection (3)(a) shall provide notice of any meeting at which an amendment is to be voted upon.
(c) The notice required by Subsection (3)(b) shall:
(i) be in accordance with Section 16-6a-814;
(ii) state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the articles of incorporation; and
(iii)
(A) contain or be accompanied by a copy or summary of the amendment; or
(B) state the general nature of the amendment.
(d) An amendment described in Subsection (3)(a) shall be approved:
(i) by a majority of the incorporators, until directors have been chosen; or
(ii) after directors are chosen by a majority of the directors in office at the time the amendment is adopted or such greater number as is set forth in the bylaws.
Amended by Chapter 240, 2015 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 10 - Amendment of Articles of Incorporation and Bylaws › Section 1003 - Amendment of articles of incorporation by board of directors and members.

Effective 5/12/2015
16-6a-1003.
Amendment of articles of incorporation by board of directors and members.
(1) The board of directors or the members representing at least 10% of all of the votes entitled to be cast on the amendment may propose an amendment to the articles of incorporation for submission to the members unless a different vote or voting class is required by:
(a) this chapter;
(b) the articles of incorporation;
(c) the bylaws; or
(d) the members or the board of directors acting pursuant to Subsection (5).
(2) For an amendment to the articles of incorporation to be adopted pursuant to Subsection (1):
(a) the board of directors shall recommend the amendment to the members unless:
(i) the amendment is proposed by members; or
(ii) the board of directors:
(A) determines that because of conflict of interest or other special circumstances it should make no recommendation; and
(B) communicates the basis for its determination to the members with the amendment; and
(b) the members entitled to vote on the amendment shall approve the amendment as provided in Subsection (5).
(3) The proposing board of directors or the proposing members may condition the effectiveness of the amendment on any basis.
(4)
(a) The nonprofit corporation shall give notice, in accordance with Section 16-6a-704, to each member entitled to vote on the amendment of the members' meeting at which the amendment will be voted upon.
(b) The notice required by Subsection (4)(a) shall:
(i) state that the purpose, or one of the purposes, of the meeting is to consider the amendment; and
(ii)
(A) contain or be accompanied by a copy or a summary of the amendment; or
(B) shall state the general nature of the amendment.
(5) The amendment shall be approved by the votes required by Sections 16-6a-714 and 16-6a-715 by every voting group entitled to vote on the amendment unless a greater vote is required by:
(a) this chapter;
(b) the articles of incorporation;
(c) bylaws adopted by the members; or
(d) the proposing board of directors or the proposing members acting pursuant to Subsection (3).
(6) If the board of directors or the members seek to have the amendment approved by the members by written consent or by written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment.
Amended by Chapter 240, 2015 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 10 - Amendment of Articles of Incorporation and Bylaws › Section 1004 - Voting on amendments of articles of incorporation by voting groups.

16-6a-1004.
Voting on amendments of articles of incorporation by voting groups.
(1) Unless otherwise provided by this chapter or the articles of incorporation, if membership voting is otherwise required by this chapter, the members of a class who are entitled to vote are entitled to vote as a separate voting group on an amendment to the articles of incorporation if the amendment would:
(a) affect the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer of memberships in a manner different than the amendment would affect another class;
(b) change the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions, or conditions of another class;
(c) increase or decrease the number of memberships authorized for that class;
(d) increase the number of memberships authorized for another class;
(e) effect an exchange, reclassification, or termination of the memberships of that class; or
(f) authorize a new class of memberships.
(2) If a class is to be divided into two or more classes as a result of an amendment to the articles of incorporation, the amendment shall be approved by the members of each class that would be created by the amendment.
Enacted by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 10 - Amendment of Articles of Incorporation and Bylaws › Section 1005 - Articles of amendment to articles of incorporation.

16-6a-1005.
Articles of amendment to articles of incorporation.
A nonprofit corporation amending its articles of incorporation shall deliver to the division for filing articles of amendment setting forth:
(1) the name of the nonprofit corporation;
(2) the text of each amendment adopted;
(3) the date of each amendment's adoption;
(4) if the amendment was adopted by the board of directors or incorporators without member action, a statement to that effect and that:
(a) the nonprofit corporation does not have members; or
(b) member action was not required;
(5) if the amendment was adopted by the members, a statement that the number of votes cast for the amendment by the members or by each voting group entitled to vote separately on the amendment was sufficient for approval by the members or voting group respectively; and
(6) if approval of the amendment by some person or persons other than the members, the board of directors, or the incorporators is required pursuant to Section 16-6a-1013, a statement that the approval was obtained.
Enacted by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 10 - Amendment of Articles of Incorporation and Bylaws › Section 1006 - Restated articles of incorporation.

Effective 5/12/2015
16-6a-1006.
Restated articles of incorporation.
(1)
(a) The board of directors may restate the articles of incorporation at any time with or without member action.
(b) The incorporators of a nonprofit corporation may restate the articles of incorporation at any time if the nonprofit corporation:
(i) has no members; and
(ii) no directors have been chosen.
(2)
(a) The restatement may include one or more amendments to the articles of incorporation.
(b) Notwithstanding Subsection (1), if the restatement includes an amendment requiring member approval, it shall be adopted as provided in Section 16-6a-1003.
(3)
(a) If the board of directors submits a restatement for member action, the nonprofit corporation shall give notice, in accordance with Section 16-6a-704, to each member entitled to vote on the restatement of the members' meeting at which the restatement will be voted upon.
(b) The notice required by Subsection (3)(a) shall:
(i) state that the purpose, or one of the purposes, of the meeting is to consider the restatement; and
(ii) contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the articles of incorporation.
(4) A nonprofit corporation restating its articles of incorporation shall deliver to the division for filing articles of restatement setting forth:
(a) the name of the nonprofit corporation;
(b) the text of the restated articles of incorporation;
(c) if the restatement contains an amendment to the articles of incorporation that was adopted by the members, the information required by Subsection 16-6a-1005(5);
(d) if the restatement was adopted by the board of directors or incorporators without member action, a statement to that effect and that member action was not required; and
(e) the restatement does not need to contain the name or address of the incorporator or incorporators that were included in the articles of incorporation when originally filed.
(5) Upon filing by the division or at any later effective date determined pursuant to Section 16-6a-108, restated articles of incorporation supersede the original articles of incorporation and all prior amendments to the original articles of incorporation.
Amended by Chapter 240, 2015 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 10 - Amendment of Articles of Incorporation and Bylaws › Section 1007 - Amendment of articles of incorporation pursuant to reorganization.

16-6a-1007.
Amendment of articles of incorporation pursuant to reorganization.
(1) Articles of incorporation may be amended, without action by the board of directors or members, to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under a statute of this state or of the United States if the articles of incorporation after amendment contain only provisions required or permitted by Section 16-6a-202.
(2) For an amendment to the articles of incorporation to be made pursuant to Subsection (1), one or more individuals designated by the court shall deliver to the division for filing articles of amendment setting forth:
(a) the name of the nonprofit corporation;
(b) the text of each amendment approved by the court;
(c) the date of the court's order or decree approving the articles of amendment;
(d) the title of the reorganization proceeding in which the order or decree was entered; and
(e) a statement that the court had jurisdiction of the proceeding under a specified statute of this state or of the United States.
(3) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
Enacted by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 10 - Amendment of Articles of Incorporation and Bylaws › Section 1008.7 - Conversion to or from a domestic limited liability company.

Effective 5/12/2020
16-6a-1008.7.
Conversion to or from a domestic limited liability company.
(1)
(a) A domestic nonprofit corporation may convert to a domestic limited liability company subject to Title 48, Chapter 3a, Utah Revised Uniform Limited Liability Company Act, pursuant to Section 48-3a-1405, by complying with:
(i) this Subsection (1); and
(ii) Section 48-3a-1041.
(b) If a domestic nonprofit corporation converts to a domestic limited liability company in accordance with this Subsection (1), the articles of conversion or statement of conversion, as applicable, shall:
(i) comply with Sections 48-3a-1042 and 48-3a-1045; and
(ii) if the corporation has any members, provide for:
(A) the cancellation of any membership; or
(B) the conversion of any membership in the domestic nonprofit corporation to a membership interest in the domestic limited liability company.
(c) Before articles of conversion or statement of conversion may be filed with the division, the conversion shall be approved:
(i) in the manner provided for the articles of incorporation or bylaws of the domestic nonprofit corporation; or
(ii) if the articles of incorporation or bylaws of the domestic nonprofit corporation do not provide the method for approval:
(A) if the domestic nonprofit corporation has voting members, by all of the members of the domestic nonprofit corporation regardless of limitations or restrictions on the voting rights of the members; or
(B) if the nonprofit domestic corporation does not have voting members, by a majority of:
(I) the directors in office at the time the conversion is approved by the board of directors; or
(II) if directors have not been appointed or elected, the incorporators.
(2) A domestic limited liability company may convert to a domestic nonprofit corporation subject to this chapter by:
(a) filing articles of incorporation in accordance with this chapter; and
(b) complying with Section 48-3a-1041, pursuant to Section 48-3a-1405.
(3) Any conversion under this section may not result in a violation, directly or indirectly, of:
(a) Section 16-6a-1301; or
(b) any other provision of this chapter.
Amended by Chapter 354, 2020 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 10 - Amendment of Articles of Incorporation and Bylaws › Section 1009 - Effect of amendment of articles of incorporation.

16-6a-1009.
Effect of amendment of articles of incorporation.
(1) An amendment to the articles of incorporation does not affect:
(a) any existing right of persons other than members;
(b) any cause of action existing against or in favor of the nonprofit corporation; or
(c) any proceeding to which the nonprofit corporation is a party.
(2) An amendment changing a nonprofit corporation's corporate name does not abate a proceeding brought by or against a nonprofit corporation in its former corporate name.
Enacted by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 10 - Amendment of Articles of Incorporation and Bylaws › Section 1010 - Amendment of bylaws by board of directors or members.

16-6a-1010.
Amendment of bylaws by board of directors or members.
(1) The board of directors may amend the bylaws at any time to add, change, or delete a provision, unless:
(a) this chapter or the articles of incorporation or bylaws:
(i) reserve the power exclusively to the members in whole or part; or
(ii) otherwise prohibit the board of directors from amending the bylaws to add, change, or delete a provision; or
(b) it would result in a change of the rights, privileges, preferences, restrictions, or conditions of a membership class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions, or conditions of another class.
(2)
(a) Unless otherwise provided by the bylaws, the members may amend the bylaws even though the bylaws may also be amended by the board of directors.
(b) Amendments to the bylaws by members shall be made in accordance with Sections 16-6a-1003 and 16-6a-1004 as if each reference in Sections 16-6a-1003 and 16-6a-1004 to the article of incorporation was a reference to the bylaws.
Amended by Chapter 228, 2006 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 10 - Amendment of Articles of Incorporation and Bylaws › Section 1011 - Bylaw changing quorum or voting requirement for members.

Effective 5/13/2014
16-6a-1011.
Bylaw changing quorum or voting requirement for members.
(1)
(a) If authorized by the articles of incorporation, the members may adopt, amend, or repeal bylaws that fix a greater quorum or voting requirement for members, or voting groups of members, than is required by this chapter.
(b) An action by the members under Subsection (1)(a) is subject to Part 6, Members, and Part 7, Member Meetings and Voting.
(2) Bylaws that fix a greater quorum requirement or a greater voting requirement for members pursuant to Section 16-6a-716 may not be amended by the board of directors.
Amended by Chapter 189, 2014 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 10 - Amendment of Articles of Incorporation and Bylaws › Section 1012 - Bylaw changing quorum or voting requirement for directors.

16-6a-1012.
Bylaw changing quorum or voting requirement for directors.
(1) Bylaws that fix a greater quorum or voting requirement for the board of directors may be amended:
(a) if adopted by the members, only by the members; or
(b) if adopted by the board of directors, by:
(i) the members; or
(ii) the board of directors.
(2) Bylaws adopted or amended by the members that fix a greater quorum or voting requirement for the board of directors may provide that the bylaws may be amended only by a specified vote of:
(a) the members; or
(b) the board of directors.
(3) Action by the board of directors under Subsection (1)(b) to adopt or amend bylaws that change the quorum or voting requirement for the board of directors shall meet the greater of the quorum and voting requirement for taking the action:
(a) then in effect; or
(b) proposed to be adopted.
Enacted by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 10 - Amendment of Articles of Incorporation and Bylaws › Section 1013 - Approval by third persons.

16-6a-1013.
Approval by third persons.
(1) The articles of incorporation may require an amendment to the articles of incorporation or bylaws to be approved in writing by a specified person or persons other than the board of directors.
(2) A provision permitted under Subsection (1) may only be amended with the approval in writing of the person or persons specified in the provision.
Enacted by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 10 - Amendment of Articles of Incorporation and Bylaws › Section 1014 - Amendment terminating members or redeeming or canceling memberships.

16-6a-1014.
Amendment terminating members or redeeming or canceling memberships.
(1) An amendment to the articles of incorporation or bylaws of a nonprofit corporation shall meet the requirements of this chapter and this section if the amendment would:
(a) terminate all members or any class of members; or
(b) redeem or cancel all memberships or any class of memberships.
(2) Before adopting a resolution proposing an amendment as described in Subsection (1), the board of directors of a nonprofit corporation shall give notice of the general nature of the amendment to the members.
Enacted by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 11 - Merger › Section 1101 - Merger.

16-6a-1101.
Merger.
(1) One or more domestic corporations, foreign corporations, domestic nonprofit corporations, or foreign nonprofit corporations may merge into a nonprofit corporation:
(a) if the board of directors of each domestic corporation, foreign corporation, domestic nonprofit corporation, or foreign nonprofit corporation party to the merger adopts a plan of merger;
(b) if the members of each domestic nonprofit corporation entitled to vote on the plan of merger, approve the plan of merger if required by Section 16-6a-1102;
(c) if the shareholders of each domestic corporation entitled to vote on the plan of merger, approve the plan of merger, if required by Section 16-10a-1103;
(d) if the merger is permitted by and consistent with the laws of the state or country under whose law each foreign corporation or foreign nonprofit corporation party to the merger is incorporated;
(e) if the shareholders of each such foreign corporation approve the plan of merger and as required by applicable law of the states or countries under whose law each foreign corporation party to the merger is incorporated; and
(f) if the members of each such foreign nonprofit corporation approve the plan of merger and as required by applicable law of the states or countries under whose law each foreign nonprofit corporation party to the merger is incorporated.
(2) The plan of merger required by Subsection (1) shall set forth:
(a) the name of each party to the merger planning to merge;
(b) the name of the surviving domestic nonprofit corporation into which each party to the merger plans to merge;
(c) the terms and conditions of the merger;
(d) the manner and basis of converting in whole or part the shares or memberships if any, of each party to the merger into shares, memberships, obligations, or other interests of:
(i) the surviving domestic nonprofit corporation;
(ii) any other entity; or
(iii) into money or other property; and
(e) any amendments to the articles of incorporation of the surviving domestic nonprofit corporation to be effected by the merger.
(3) In addition to the provisions required by Subsection (2), the plan of merger may set forth other provisions relating to the merger.
(4) One or more domestic corporations may merge into a domestic nonprofit corporation if:
(a) the board of directors of each participating domestic corporation adopts the plan of merger;
(b) the shareholders of each participating domestic corporation adopt the plan of merger in accordance with Section 16-10a-1103; and
(c) the merger is effected in compliance with Chapter 6a, Part 11, Merger.
Amended by Chapter 228, 2006 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 11 - Merger › Section 1103 - Articles of merger.

16-6a-1103.
Articles of merger.
(1) After a plan of merger is approved, pursuant to Section 16-6a-1102, the surviving domestic nonprofit corporation shall deliver to the division for filing articles of merger setting forth:
(a) the plan of merger;
(b) if shareholder or member approval was not required of any party to the merger:
(i) a statement to the effect that approval was not required; and
(ii) a statement that the plan of merger was approved by a sufficient vote of the board of directors of each party to the merger;
(c) if approval of the shareholders or members of one or more domestic corporation, foreign corporation, domestic nonprofit corporation, or foreign nonprofit corporation party to the merger was required, a statement that the number of votes cast for the plan by each voting group entitled to vote separately on the merger was sufficient for approval by that voting group; and
(d) if approval of the plan by some person or persons other than the shareholders, members, or the board of directors is required pursuant to Subsection 16-6a-1102(3), or other applicable law, a statement that the approval was obtained.
(2) A merger takes effect upon the effective date stated in the articles of merger, which may not be prior to the date the articles of merger are filed.
(3) Articles of merger shall be executed by each party to the merger.
Amended by Chapter 228, 2006 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 11 - Merger › Section 1104 - Effect of merger.

16-6a-1104.
Effect of merger.
(1) When a merger takes effect:
(a) every domestic corporation, foreign corporation, domestic nonprofit corporation, or foreign nonprofit corporation party to the merger merges into the surviving domestic nonprofit corporation;
(b) the separate existence of every domestic corporation, foreign corporation, domestic nonprofit corporation, or foreign nonprofit corporation party to the merger except the surviving domestic nonprofit corporation ceases;
(c) the title to all real estate and other property owned by every domestic corporation, foreign corporation, domestic nonprofit corporation, or foreign nonprofit corporation party to the merger is transferred to and vested in the surviving domestic nonprofit corporation without reversion or impairment;
(d) the surviving domestic nonprofit corporation has all liabilities of each domestic corporation, foreign corporation, domestic nonprofit corporation, or foreign nonprofit corporation party to the merger;
(e)
(i) a proceeding pending by or against any party to the merger may be continued as if the merger did not occur; or
(ii) the surviving domestic nonprofit corporation may be substituted in the proceeding for the party to the merger whose existence ceased;
(f) the articles of incorporation of the surviving domestic nonprofit corporation are amended to the extent provided in the plan of merger; and
(g) the shares or memberships of each domestic corporation, foreign corporation, domestic nonprofit corporation, or foreign nonprofit corporation party to the merger that are to be converted into shares, memberships, obligations, or other interests of the surviving domestic nonprofit corporation or into money or other property are converted, and the former holders of the shares and memberships are entitled only to the rights provided in the articles of merger.
(2)
(a) A transfer to and vesting in the surviving domestic nonprofit corporation described in Subsection (1)(c) occurs by operation of law.
(b) Consent or approval of any other person may not be required in connection with any transfer or vesting unless the consent or approval is specifically required in the event of merger by:
(i) law; or
(ii) express provision in any contract, agreement, decree, order, or other instrument to which any of the domestic corporations, foreign corporations, domestic nonprofit corporations, or foreign nonprofit corporations so merged is a party or by which it is bound.
Amended by Chapter 228, 2006 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 11 - Merger › Section 1105 - Merger with foreign nonprofit corporation.

16-6a-1105.
Merger with foreign nonprofit corporation.
(1) One or more domestic nonprofit corporations may merge with one or more foreign nonprofit corporations if:
(a) the merger is permitted by the law of the state or country under whose law each foreign nonprofit corporation is incorporated;
(b) each foreign nonprofit corporation complies with the provisions of the law described in Subsection (1)(a) in effecting the merger;
(c) if the foreign nonprofit corporation is the surviving nonprofit corporation of the merger, the foreign nonprofit corporation:
(i) complies with Section 16-6a-1103; and
(ii) in addition to the information required by Section 16-6a-1103, provides the address of its principal office; and
(d) each domestic nonprofit corporation complies with:
(i) the applicable provisions of Sections 16-6a-1101 and 16-6a-1102; and
(ii) if it is the surviving nonprofit corporation of the merger, with Section 16-6a-1103.
(2) Upon the merger taking effect, a surviving foreign nonprofit corporation of a merger may be served with process in any proceeding brought against it as provided in Section 16-17-301.
(3) Service effected pursuant to Subsection (2) is perfected at the earliest of:
(a) the date the foreign nonprofit corporation receives the process, notice, or demand;
(b) the date shown on the return receipt, if signed on behalf of the foreign nonprofit corporation; or
(c) five days after mailing.
(4) Subsection (2) does not prescribe the only means, or necessarily the required means, of serving a surviving foreign nonprofit corporation of a merger.
Amended by Chapter 364, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 12 - Sale of Property › Section 1201 - Sale of property.

16-6a-1201.
Sale of property.
(1) Unless the bylaws otherwise provide, a nonprofit corporation may, as authorized by the board of directors:
(a) sell, lease, exchange, or otherwise dispose of all or substantially all of its property in the usual and regular course of business; or
(b) mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber all or substantially all of its property whether or not in the usual and regular course of business.
(2) Unless otherwise provided in the bylaws, approval of a transaction described in this section by the members is not required.
Enacted by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 13 - Distributions › Section 1302 - Authorized distributions.

Effective 5/9/2017
16-6a-1302.
Authorized distributions.
(1) A nonprofit corporation may:
(a) make distributions or distribute the nonprofit corporation's assets to a:
(i) member that is a domestic or foreign nonprofit corporation;
(ii) member of a mutual benefit corporation, not inconsistent with its bylaws;
(iii) shareholder of a water company in a manner consistent with its articles of incorporation, bylaws, and the provisions of this chapter; or
(iv) governmental entity;
(b) pay compensation in a reasonable amount to its members, directors, or officers for services rendered;
(c) if a cooperative nonprofit corporation, make distributions consistent with its purposes; and
(d) confer benefits upon its members in conformity with its purposes.
(2) A nonprofit corporation may make distributions upon dissolution as follows:
(a) to a member that is a domestic or foreign nonprofit corporation;
(b) to its members if it is a mutual benefit corporation;
(c) to a shareholder of a water company in proportion to the shareholder's interest in the water company, consistent with the water company's articles of incorporation and bylaws;
(d) to another nonprofit corporation, including a nonprofit corporation organized to receive the assets of and function in place of the dissolved nonprofit corporation; and
(e) otherwise in conformity with Part 14, Dissolution.
(3) Authorized distributions by a dissolved nonprofit corporation may be made by authorized officers or directors, including those elected, hired, or otherwise selected after dissolution if the election, hiring, or other selection after dissolution is not inconsistent with the articles of incorporation and bylaws existing at the time of dissolution.
Amended by Chapter 358, 2017 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 14 - Dissolution › Section 1401 - Dissolution by incorporators or directors if no members.

16-6a-1401.
Dissolution by incorporators or directors if no members.
(1) If a nonprofit corporation has no members, the following may authorize the dissolution of the nonprofit corporation:
(a) a majority of its directors; or
(b) if it has no directors, a majority of its incorporators.
(2) The directors or incorporators in approving dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the nonprofit corporation will be distributed after all creditors have been paid.
Enacted by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 14 - Dissolution › Section 1402 - Dissolution by directors and members.

16-6a-1402.
Dissolution by directors and members.
(1) If a nonprofit corporation has members, dissolution of a nonprofit corporation may be authorized in the manner provided in Subsection (2).
(2) For a proposal to dissolve the nonprofit corporation to be authorized:
(a) the board of directors shall adopt the proposal to dissolve;
(b) the board of directors shall:
(i) recommend the proposal to dissolve to the members; or
(ii)
(A) determine that because of a conflict of interest or other special circumstance, it should make no recommendation; and
(B) communicate the basis for its determination to the members; and
(c) the members entitled to vote on the proposal to dissolve shall approve the proposal to dissolve as provided in Subsection (5).
(3) The board of directors may condition the effectiveness of the dissolution, and the members may condition their approval of the dissolution, on any basis.
(4)
(a) The nonprofit corporation shall give notice, in accordance with Section 16-6a-704, to each member entitled to vote on the proposal of the members' meeting at which the proposal to dissolve will be voted on.
(b) The notice required by Subsection (4)(a) shall:
(i) state that the purpose, or one of the purposes, of the meeting is to consider the proposal to dissolve the nonprofit corporation; and
(ii) contain or be accompanied by a copy of the proposal or a summary of the proposal.
(5) The proposal to dissolve shall be approved by the votes required by Sections 16-6a-714 and 16-6a-715 by every voting group entitled to vote on the proposal to dissolve unless a greater vote is required by:
(a) this chapter;
(b) the articles of incorporation;
(c) bylaws adopted by the members; or
(d) the board of directors acting pursuant to Subsection (3).
(6) The plan of dissolution shall indicate to whom the assets owned or held by the nonprofit corporation will be distributed after all creditors have been paid.
Enacted by Chapter 300, 2000 General Session