Title 16, Title 16: Corporations

16-16-1303. Pleading. In a derivative action to enforce a right of a limited cooperative association, the complaint shall state: (1) the date and content of the plaintiff's demand under Subsectionand the association's response; 16-16-1301(1) (2) if 90 days have not expired since …

16-16-1304. Approval for discontinuance or settlement. A derivative action to enforce a right of a limited cooperative association may not be discontinued or settled without the court's approval.

16-16-1305. Proceeds and expenses. (1) Except as otherwise provided in Subsection: (2) any proceeds or other benefits of a derivative action to enforce a right of a limited cooperative association, whether by judgment, compromise, or settlement, belong to the association and not …

16-16-1401. Governing law. (1) The law of the state or other jurisdiction under which a foreign cooperative is organized governs relations among the members of the foreign cooperative and between the members and the foreign cooperative. (2) A foreign cooperative may not be denied…

16-16-1402. Application for certificate of authority. (1) A foreign cooperative may apply for a certificate of authority by delivering an application to the division for filing. The application shall state: the name of the foreign cooperative and, if the name does not comply with…

16-16-1402. Application for certificate of authority. (1) A foreign cooperative may apply for a certificate of authority by delivering an application to the division for filing. The application shall state: the name of the foreign cooperative and, if the name does not comply with…

16-16-1403. Activities not constituting transacting business. (1) Activities of a foreign cooperative which do not constitute transacting business in this state under this part include: maintaining, defending, and settling an action or proceeding; holding meetings of the foreign …

16-16-1404. Issuance of certificate of authority. Unless the division determines that an application for a certificate of authority does not comply with the filing requirements of this chapter, the division, upon payment by the foreign cooperative of all filing fees, shall file t…

16-16-1405. Noncomplying name of foreign cooperative. (1) A foreign cooperative whose name does not comply with Sectionmay not obtain a certificate of authority until it adopts, for the purpose of transacting business in this state, an alternative name that complies with Section.…

16-16-1405. Noncomplying name of foreign cooperative. (1) A foreign cooperative whose name does not comply with Sectionmay not obtain a certificate of authority until it adopts, for the purpose of transacting business in this state, an alternative name that complies with Section.…

16-16-1406. Revocation of certificate of authority. (1) A certificate of authority may be revoked by the division in the manner provided in Subsectionif the foreign cooperative does not: (2) pay, not later than 60 days after the due date, any fee, tax, or penalty due to the divis…

16-16-1407. Cancellation of certificate of authority -- Effect of failure to have certificate. (1) To cancel its certificate of authority, a foreign cooperative shall deliver to the division for filing a notice of cancellation. The certificate is canceled when the notice becomes …

16-16-1407. Cancellation of certificate of authority -- Effect of failure to have certificate. (1) To cancel its certificate of authority, a foreign cooperative shall deliver to the division for filing a notice of cancellation. The certificate is canceled when the notice becomes …

16-16-1408. Action by attorney general. The attorney general may maintain an action to restrain a foreign cooperative from transacting business in this state in violation of this part.

16-16-1501. Disposition of assets not requiring member approval. Unless the articles of organization otherwise provide, member approval under Sectionis not required for a limited cooperative association to: (1) sell, lease, exchange, license, or otherwise dispose of all or any pa…

16-16-1502. Member approval of other disposition of assets. A sale, lease, exchange, license, or other disposition of assets of a limited cooperative association, other than a disposition described in Section, requires approval of the association's members under Sectionsandif the…

16-16-1503. Notice and action on disposition of assets. For a limited cooperative association to dispose of assets under Section: (1) a majority of the board of directors, or a greater percentage if required by the organic rules, shall approve the proposed disposition; and (2) th…

16-16-1504. Disposition of assets. (1) Subject to Subsection, a disposition of assets under Sectionshall be approved by: (2) 16-16-1502 at least two-thirds of the voting power of members present at a members meeting called under Subsection; and 16-16-1503(2) if the limited cooper…

16-16-1601. Definitions. In this part: (1) "Constituent entity" means an entity that is a party to a merger. (2) "Constituent limited cooperative association" means a limited cooperative association that is a party to a merger. (3) "Converted entity" means the organization into w…

16-16-1602. Conversion. (1) An entity that is not a limited cooperative association may convert to a limited cooperative association and a limited cooperative association may convert to an entity that is not a limited cooperative association pursuant to this section, Sectionsthro…

16-16-1603. Action on plan of conversion by converting limited cooperative association. (1) For a limited cooperative association to convert to another entity, a plan of conversion shall be approved by a majority of the board of directors, or a greater percentage if required by t…

16-16-1604. Filings required for conversion -- Effective date. (1) After a plan of conversion is approved: a converting limited cooperative association shall deliver to the division for filing articles of conversion, which shall include: a statement that the limited cooperative a…

16-16-1605. Effect of conversion. (1) An entity that has been converted pursuant to this part is for all purposes the same entity that existed before the conversion and is not a new entity but, after conversion, is organized under the organic law of the converted entity and is su…

16-16-1606. Merger. (1) One or more limited cooperative associations may merge with one or more other entities pursuant to this part and a plan of merger if: the governing statute of each of the other entities authorizes the merger; the merger is not prohibited by the law of a ju…

16-16-1607. Notice and action on plan of merger by constituent limited cooperative association. (1) For a limited cooperative association to merge with another entity, a plan of merger shall be approved by a majority vote of the board of directors or a greater percentage if requi…

16-16-1608. Approval or abandonment of merger by members. (1) Subject to Subsectionsand, a plan of merger shall be approved by: (2) (3) at least two-thirds of the voting power of members present at a members meeting called under Subsection; and 16-16-1607(2) if the limited cooper…

16-16-1609. Filings required for merger -- Effective date. (1) After each constituent entity has approved a merger, articles of merger shall be signed on behalf of each constituent entity by an authorized representative. (2) The articles of merger shall include: the name and form…

16-16-1610. Effect of merger. (1) When a merger becomes effective: the surviving entity continues or comes into existence; each constituent entity that merges into the surviving entity ceases to exist as a separate entity; all property owned by each constituent entity that ceases…

16-16-1611. Consolidation. (1) Constituent entities that are limited cooperative associations or foreign cooperatives may agree to call a merger a consolidation under this part. (2) All provisions governing mergers or using the term merger in this chapter apply equally to mergers…

16-16-1612. Part not exclusive. This part does not prohibit a limited cooperative association from being converted or merged under law other than this chapter.

16-16-1701. Uniformity of application and construction. In applying and construing this uniform act, consideration shall be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.

16-16-1702. Relation to Electronic Signatures in Global and National Commerce Act. This chapter modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Sec. 7001 et seq., but does not modify, limit, or supersede Section 101…

16-16-1703. Savings clause. This chapter does not affect an action or proceeding commenced, or right accrued, before May 5, 2008.

16-16-201. Signing of records delivered for filing to division. (1) A record delivered to the division for filing pursuant to this chapter shall be signed as follows: The initial articles of organization shall be signed by at least one organizer. A statement of cancellation under…

16-16-202. Signing and filing of records pursuant to judicial order. (1) If a person required by this chapter to sign or deliver a record to the division for filing does not sign or deliver the record to the division for filing, the court may order, upon the petition of an aggrie…

16-16-203. Delivery to and filing of records by division -- Effective time and date. (1) A record authorized or required by this chapter to be delivered to the division for filing shall be captioned to describe the record's purpose, be in a medium and format permitted by the divi…

16-16-204. Correcting filed record. (1) A limited cooperative association or foreign cooperative may deliver to the division for filing a statement of correction to correct a record previously delivered by the association or foreign cooperative to the division and filed by the di…

16-16-205. Liability for inaccurate information in filed record. If a record delivered to the division for filing under this chapter and filed by the division contains inaccurate information, a person that suffers a loss by reliance on the information may recover damages for the …

16-16-206. Certificate of existence or authorization. (1) The division, upon request and payment of the required fee, shall furnish any person that requests it a certificate of existence for a limited cooperative association if the records filed in the office of the division show…

16-16-207. Annual report for division. (1) A limited cooperative association or foreign cooperative authorized to transact business in this state shall deliver to the division for filing an annual report that states: the name of the association or foreign cooperative; the street …

16-16-208. Filing fees. The filing fee for records filed under this part by the division shall be established by the division in accordance with Section.

16-16-301. Organizers. A limited cooperative association shall be organized by one or more organizers.

16-16-302. Formation of limited cooperative association -- Articles of organization. (1) To form a limited cooperative association, an organizer of the association shall deliver articles of organization to the division for filing. The articles shall state: the name of the associa…

16-16-302. Formation of limited cooperative association -- Articles of organization. (1) To form a limited cooperative association, an organizer of the association shall deliver articles of organization to the division for filing. The articles shall state: the name of the associa…

16-16-303. Organization of limited cooperative association. (1) After a limited cooperative association is formed: if initial directors are named in the articles of organization, the initial directors shall hold an organizational meeting to adopt initial bylaws and carry on any o…

16-16-304. Bylaws. (1) Bylaws shall be in a record and, if not stated in the articles of organization, shall include: a statement of the capital structure of the limited cooperative association, including: the classes or other types of members' interests and relative rights, pref…