Title 16, Business Entities

16-10a-702. Special meeting. (1) A corporation shall hold a special meeting of shareholders: (a) on call of its board of directors or the person or persons authorized by the bylaws to call a special meeting; or (b) if the holders of shares representing at least 10% of all the vot…

16-10a-703. Court-ordered meeting. (1) A court may summarily order a meeting of shareholders to be held: (a) upon a petition by a shareholder of the corporation entitled to participate in an annual meeting or any director of the corporation, if an annual meeting was not held with…

16-10a-704. Action without meeting. (1)(a) Unless otherwise provided in the articles of incorporation, and subject to the limitations of Subsection 16-10a-1704(4), any action that may be taken at an annual or special meeting of shareholders may be taken without a meeting and with…

16-10a-705. Notice of meeting. (1) A corporation shall give notice to shareholders of the date, time, and place of each annual and special shareholders' meeting no fewer than 10 nor more than 60 days before the meeting date. Unless this chapter or the articles of incorporation re…

16-10a-706. Waiver of notice. (1) A shareholder may waive any notice required by this chapter, the articles of incorporation, or the bylaws before or after the date and time stated in the notice as the date or time when any action will occur or has occurred. The waiver shall be i…

16-10a-707. Record date. (1) The bylaws may fix or provide the manner of fixing the record date for one or more voting groups in order to determine the shareholders entitled to be given notice of a shareholders' meeting, to determine shareholders entitled to take action without a…

16-10a-708. Meetings by telecommunication. Unless otherwise provided in the bylaws, any or all of the shareholders may participate in an annual or special meeting of shareholders by, or the meeting may be conducted through the use of, any means of communication by which all perso…

16-10a-720. Shareholders' list for meeting. (1)(a) After fixing a record date for a shareholders' meeting, a corporation shall prepare a list of the names of all the corporation's shareholders who are entitled to be given notice of the meeting. (b) The list shall be arranged by v…

16-10a-721. Voting entitlement of shares. (1) Except as otherwise provided in Subsections (2) and (4), in Section 61-6-10, or in the articles of incorporation, each outstanding share, regardless of class, is entitled to one vote, and each fractional share is entitled to a corresp…

16-10a-722. Proxies. (1) A shareholder may vote his shares in person or by proxy. (2) A shareholder, his agent, or attorney-in-fact, may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form or by an electronic transmission. An electronic tra…

16-10a-723. Shares held by nominees. (1) A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the proce…

16-10a-724. Corporation's acceptance of votes. (1) If the name signed on a vote, consent, waiver, proxy appointment, or proxy appointment revocation corresponds to the name of a shareholder, the corporation, if acting in good faith, is entitled to accept the vote, consent, waiver…

16-10a-725. Quorum and voting requirements for voting groups. (1) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or this chapter …

16-10a-726. Action by single and multiple voting groups. (1) If the articles of incorporation or this chapter provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in Section 16-10a-725. (2) If the…

16-10a-727. Greater quorum or voting requirements. (1) The articles of incorporation may provide for a greater quorum or voting requirement for shareholders, or voting groups of shareholders, than is provided for by this chapter. (2) An amendment to the articles of incorporation …

16-10a-728. Voting for directors -- Cumulative voting. (1) At each election of directors, unless otherwise provided in the articles of incorporation or this chapter, every shareholder entitled to vote at the election has the right to cast, in person or by proxy, all of the votes …

16-10a-730. Voting trusts. (1) One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust, and transferring to the trustee the shares with respect to whic…

16-10a-731. Voting agreements. (1) Two or more persons, one or more of whom are shareholders, may provide for the manner in which the shareholders will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to the …

16-10a-732. Shareholder agreements. (1) An agreement among the shareholders of a corporation that complies with this section is effective among the shareholders and the corporation even though it is inconsistent with one or more other provisions of this chapter in that it: (a) el…

16-10a-740. Procedure in derivative proceedings. (1) As used in this section: (a) "derivative proceeding" means a civil suit in the right of: (i) a domestic corporation; or (ii) to the extent provided in Subsection (7), a foreign corporation; and (b) "shareholder" includes a bene…

16-10a-801. Requirement for and duties of board of directors. (1) Except as provided in Section 16-10a-732, each corporation shall have a board of directors. (2) All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation …

16-10a-802. Qualifications of directors. The articles of incorporation or bylaws may prescribe qualifications for directors, except a director shall be a natural person. A director need not be a resident of this state or a shareholder of the corporation unless the articles of inc…

16-10a-803. Number and election of directors. (1)(a) Except as provided in Subsection (1)(b), a corporation's board of directors shall consist of a minimum of three individuals. (b)(i) Before any shares are issued, a corporation's board of directors may consist of one or more ind…

16-10a-804. Election of directors by certain classes of shareholders. If the articles of incorporation authorize dividing the shares into classes or series, the articles of incorporation may also authorize the election of all or a specified number or portion of directors by the h…

16-10a-805. Terms of directors generally. (1) Except as provided in Section 16-10a-806, the terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected. (2) The terms of all other directors expire at the next annual sha…

16-10a-806. Staggered terms for directors. The articles of incorporation may provide for staggering the terms of directors by dividing the total number of directors into two or three groups, with each group containing 1/2 or 1/3 of the total, as near as may be. In that event, the…

16-10a-807. Resignation of directors. (1) A director may resign at any time by giving a written notice of resignation to the board of directors, the board's chair, or the corporation's secretary. (2)(a) A resignation of a director is effective when the notice is received by the c…

16-10a-808. Removal of directors by shareholders. (1) The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause. (2) If a director is elected by a voting group of shareholders,…

16-10a-809. Removal of directors by judicial proceeding. (1) A court with jurisdiction under Title 78A, Judiciary and Judicial Administration, may remove a director in a proceeding commenced by the corporation or by the corporation's shareholders holding at least 10% of the outst…

16-10a-810. Vacancy on board. (1) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors: (a) the shareholders may fill the vacancy; (b) the board of directors …

16-10a-811. Compensation of directors. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors.

16-10a-820. Meetings. (1) The board of directors may hold regular or special meetings in or out of this state. (2) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeti…

16-10a-821. Action without meeting. (1) Unless the articles of incorporation, bylaws, or this chapter provide otherwise, action required or permitted by this chapter to be taken at a board of directors' meeting may be taken without a meeting if all members of the board consent to…

16-10a-822. Notice of meeting. (1) Unless the articles of incorporation, bylaws, or this chapter provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place, or purposes of the meeting. (2) Unless the articles of incorporation…

16-10a-823. Waiver of notice. (1) A director may waive any notice of a meeting before or after the date and time of the meeting stated in the notice. Except as provided by Subsection (2), the waiver shall be in writing and signed by the director entitled to the notice. The waiver…

16-10a-824. Quorum and voting. (1) Unless the articles of incorporation or bylaws require a greater number, or, as permitted in Subsection (2), a lower number, a quorum of a board of directors consists of: (a) a majority of the fixed number of directors if the corporation has a f…

16-10a-825. Committees. (1) Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees and appoint members of the board of directors to serve on them. Each committee shall have two or more members, who serve at the ple…

16-10a-830. Required officers. (1) A corporation shall have the officers designated in its bylaws or by the board of directors in a manner not inconsistent with the bylaws. Any officer shall be a natural person. (2) Officers may be appointed by the board of directors or in any ot…

16-10a-831. Duties of officers. Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent not inconsistent with the bylaws, the duties prescribed by the board of directors or by an officer authorized by the board of directors to prescri…

16-10a-832. Resignation and removal of officers. (1) An officer may resign at any time by giving written notice of the resignation to the corporation. (2) A resignation of an officer is effective when the notice is received by the corporation, unless the notice specifies a later …

16-10a-833. Contract rights with respect to officers. (1) The appointment of an officer does not itself create contract rights. (2) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corpo…

16-10a-840. General standards of conduct for directors and officers. (1) Each director shall discharge the director's duties as a director, including duties as a member of a committee, and each officer with discretionary authority shall discharge the officer's duties under that a…

16-10a-841. Limitation of liability of directors. (1) Without limiting the generality of Subsection 16-10a-840(4), if so provided in the articles of incorporation or in the bylaws or a resolution to the extent permitted in Subsection (3), a corporation may eliminate or limit the …

16-10a-842. Liability of directors for unlawful distributions. (1) A director who votes for or assents to a distribution made in violation of Section 16-10a-640 or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceed…

16-10a-850. Definitions relating to conflicting interest transactions. As used in Sections 16-10a-850 through 16-10a-853: (1) "Conflicting interest" with respect to a corporation means the interest a director has respecting a transaction effected or proposed to be effected by the…

16-10a-851. Judicial action. (1) A transaction effected or proposed to be effected by a corporation or by any entity controlled by the corporation that is not a director's conflicting interest transaction may not be enjoined, be set aside, or give rise to an award of damages or o…