Title 16, Business Entities

16-16-703. Duration of marketing contract. The initial duration of a marketing contract may not exceed 10 years, but the contract may be self-renewing for additional periods not exceeding five years each. Unless the contract provides for another manner or time for termination, ei…

16-16-704. Remedies for breach of contract. (1) Damages to be paid to a limited cooperative association for breach or anticipatory repudiation of a marketing contract may be liquidated, but only at an amount or under a formula that is reasonable in light of the actual or anticipa…

16-16-801. Board of directors. (1) A limited cooperative association shall have a board of directors of at least three individuals, unless the association has fewer than three members. If the association has fewer than three members, the number of directors may not be fewer than …

16-16-802. No liability as director for limited cooperative association's obligations. A debt, obligation, or other liability of a limited cooperative association is solely that of the association and is not a debt, obligation, or liability of a director solely by reason of being…

16-16-803. Qualifications of directors. (1) Unless the organic rules otherwise provide, and subject to Subsection (3), each director of a limited cooperative association shall be an individual who is a member of the association or an individual who is designated by a member that …

16-16-804. Election of directors and composition of board. (1) Unless the organic rules require a greater number: (a) the number of directors that shall be patron members may not be fewer than: (i) one, if there are two or three directors; (ii) two, if there are four or five dire…

16-16-805. Term of director. (1) Unless the organic rules otherwise provide, and subject to Subsections (3) and (4) and Subsection 16-16-303(3), the term of a director expires at the annual members meeting following the director's election or appointment. The term of a director m…

16-16-806. Resignation of director. A director may resign at any time by giving notice in a record to the limited cooperative association. Unless the notice states a later effective date, a resignation is effective when the notice is received by the association.

16-16-807. Removal of director. Unless the organic rules otherwise provide, the following rules apply: (1) Members may remove a director with or without cause. (2) A member or members holding at least 10% of the total voting power entitled to be voted in the election of a directo…

16-16-808. Suspension of director by board. (1) A board of directors may suspend a director if, considering the director's course of conduct and the inadequacy of other available remedies, immediate suspension is necessary for the best interests of the association and the directo…

16-16-809. Vacancy on board. (1) Unless the organic rules otherwise provide, a vacancy on the board of directors shall be filled: (a) within a reasonable time by majority vote of the remaining directors until the next annual members meeting or a special meeting of members called …

16-16-810. Remuneration of directors. Unless the organic rules otherwise provide, the board of directors may set the remuneration of directors and of nondirector committee members appointed under Subsection 16-16-817(1).

16-16-811. Meetings. (1) A board of directors shall meet at least annually and may hold meetings inside or outside this state. (2) Unless the organic rules otherwise provide, a board of directors may permit directors to attend or conduct board meetings through the use of any mean…

16-16-812. Action without meeting. (1) Unless prohibited by the organic rules, any action that may be taken by a board of directors may be taken without a meeting if each director consents in a record to the action. (2) Consent under Subsection (1) may be withdrawn by a director …

16-16-813. Meetings and notice. (1) Unless the organic rules otherwise provide, a board of directors may establish a time, date, and place for regular board meetings, and notice of the time, date, place, or purpose of those meetings is not required. (2) Unless the organic rules o…

16-16-814. Waiver of notice of meeting. (1) Unless the organic rules otherwise provide, a director may waive any required notice of a meeting of the board of directors in a record before, during, or after the meeting. (2) Unless the organic rules otherwise provide, a director's p…

16-16-815. Quorum. (1) Unless the articles of organization provide for a greater number, a majority of the total number of directors specified by the organic rules constitutes a quorum for a meeting of the directors. (2) If a quorum of the board of directors is present at the beg…

16-16-816. Voting. (1) Each director shall have one vote for purposes of decisions made by the board of directors. (2) Unless the organic rules otherwise provide, the affirmative vote of a majority of directors present at a meeting is required for action by the board of directors…

16-16-817. Committees. (1) Unless the organic rules otherwise provide, a board of directors may create one or more committees and appoint one or more individuals to serve on a committee. (2) Unless the organic rules otherwise provide, an individual appointed to serve on a committ…

16-16-818. Standards of conduct and liability. Except as otherwise provided in Section 16-16-820: (1) the discharge of the duties of a director or member of a committee of the board of directors is governed by the law applicable to directors of entities organized under Title 3, U…

16-16-819. Conflict of interest. (1) The law applicable to conflicts of interest between a director of an entity organized under Title 3, Uniform Agricultural Cooperative Association Act, governs conflicts of interest between a limited cooperative association and a director or me…

16-16-820. Other considerations of directors. Unless the articles of organization otherwise provide, in considering the best interests of a limited cooperative association, a director of the association in discharging the duties of director, in conjunction with considering the lo…

16-16-821. Right of director or committee member to information. A director or a member of a committee appointed under Section 16-16-817 may obtain, inspect, and copy all information regarding the state of activities and financial condition of the limited cooperative association …

16-16-822. Appointment and authority of officers. (1) A limited cooperative association has the officers: (a) provided in the organic rules; or (b) established by the board of directors in a manner not inconsistent with the organic rules. (2) The organic rules may designate or, i…

16-16-823. Resignation and removal of officers. (1) The board of directors may remove an officer at any time with or without cause. (2) An officer of a limited cooperative association may resign at any time by giving notice in a record to the association. Unless the notice specif…

16-16-901. Indemnification. (1) Indemnification of an individual who has incurred liability or is a party, or is threatened to be made a party, to litigation because of the performance of a duty to, or activity on behalf of, a limited cooperative association is governed by Title …