Title 16, Business Entities

16-16-1405. Noncomplying name of foreign cooperative. (1)(a) A foreign cooperative whose name does not comply with Section 16-1a-302 may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this state, an alternative name that complies…

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

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 Section 16-16-1502 is not required for a limited cooperative association to: (1) sell, lease, exchange, license, or otherwise dispose of a…

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 16-16-1501, requires approval of the association's members under Sectio…

16-16-1503. Notice and action on disposition of assets. For a limited cooperative association to dispose of assets under Section 16-16-1502: (1) a majority of the board of directors, or a greater percentage if required by the organic rules, shall approve the proposed disposition;…

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

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.

16-16-202. 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…

16-16-204. 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…

16-16-301. 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: (a) the name of the ass…

16-16-303. Organization of limited cooperative association. (1) After a limited cooperative association is formed: (a) 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 a…

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

16-16-401. Authority to amend organic rules. (1) A limited cooperative association may amend its organic rules under this part for any lawful purpose. In addition, the initial board of directors may amend the bylaws of an association under Section 16-16-304. (2) Unless the organi…

16-16-402. Notice and action on amendment of organic rules. (1) Except as provided in Subsections 16-16-401(1) and 16-16-405(6), the organic rules of a limited cooperative association may be amended only at a members meeting. An amendment may be proposed by either: (a) a majority…

16-16-403. Change to amendment of organic rules at meeting. (1) A substantive change to a proposed amendment of the organic rules may not be made at the members meeting at which a vote on the amendment occurs. (2) A nonsubstantive change to a proposed amendment of the organic rul…

16-16-404. Voting by district, class, or voting group. (1) This section applies if the organic rules provide for voting by district or class, or if there is one or more identifiable voting groups that a proposed amendment to the organic rules would affect differently from other m…

16-16-405. Approval of amendment. (1) Subject to Section 16-16-404 and Subsections (3) and (4), an amendment to the articles of organization shall be approved by: (a) at least two-thirds of the voting power of members present at a members meeting called under Section 16-16-402; a…

16-16-406. Restated articles of organization. A limited cooperative association, by the affirmative vote of a majority of the board of directors taken at a meeting for which the purpose is stated in the notice of the meeting, may adopt restated articles of organization that conta…

16-16-407. Amendment or restatement of articles of organization -- Filing. (1) To amend its articles of organization, a limited cooperative association shall deliver to the division for filing an amendment of the articles, or restated articles of organization or articles of conve…

16-16-501. Members. To begin business, a limited cooperative association shall have at least two patron members unless the sole member is a cooperative.

16-16-502. Becoming a member. A person becomes a member: (1) as provided in the organic rules; (2) as the result of a merger or conversion under Chapter 1a, Part 7, Merger, or Chapter 1a, Part 9, Conversion; or (3) with the consent of all the members.

16-16-503. No power as member to bind association. A member, solely by reason of being a member, may not act for or bind the limited cooperative association.

16-16-504. No liability as member for association's obligations. Unless the articles of organization otherwise provide, a debt, obligation, or other liability of a limited cooperative association is solely that of the association and is not the debt, obligation, or liability of a…

16-16-505. Right of member and former member to information. (1) Not later than 10 business days after receipt of a demand made in a record, a limited cooperative association shall permit a member to obtain, inspect, and copy in the association's principal office required informa…

16-16-506. Annual meeting of members. (1) Members shall meet annually at a time provided in the organic rules or set by the board of directors not inconsistent with the organic rules. (2) An annual members meeting may be held inside or outside this state at the place stated in th…

16-16-507. Special meeting of members. (1) A special meeting of members may be called only: (a) as provided in the organic rules; (b) by a majority vote of the board of directors on a proposal stating the purpose of the meeting; (c) by demand in a record signed by members holding…

16-16-508. Notice of members meeting. (1) A limited cooperative association shall notify each member of the time, date, and place of a members meeting at least 15 and not more than 60 days before the meeting. (2) Unless the articles of organization otherwise provide, notice of an…

16-16-509. Waiver of members meeting notice. (1) A member may waive notice of a members meeting before, during, or after the meeting. (2) A member's participation in a members meeting is a waiver of notice of that meeting unless the member objects to the meeting at the beginning …

16-16-510. Quorum of members. Unless the organic rules otherwise require a greater number of members or percentage of the voting power, the voting member or members present at a members meeting constitute a quorum.

16-16-511. Voting by patron members. Except as provided by Subsection 16-16-512(1), each patron member has one vote. The organic rules may allocate voting power among patron members as provided in Subsection 16-16-512(1).

16-16-512. Determination of voting power of patron member. (1) The organic rules may allocate voting power among patron members on the basis of one or a combination of the following: (a) one member, one vote; (b) use or patronage; (c) equity; or (d) if a patron member is a cooper…

16-16-513. Voting by investor members. If the organic rules provide for investor members, each investor member has one vote, unless the organic rules otherwise provide. The organic rules may provide for the allocation of investor member voting power by class, classes, or any comb…

16-16-514. Voting requirements for members. (1) If a limited cooperative association has both patron and investor members, the following rules apply: (a) the total voting power of all patron members may not be less than a majority of the entire voting power entitled to vote; and …

16-16-515. Manner of voting. (1) Unless the organic rules otherwise provide, voting by a proxy at a members meeting is prohibited. This Subsection (1) does not prohibit delegate voting based on district or class. (2) If voting by a proxy is permitted, a patron member may appoint …

16-16-516. Action without a meeting. (1) Unless the organic rules require that action be taken only at a members meeting, any action that may be taken by the members may be taken without a meeting if each member entitled to vote on the action consents in a record to the action. (…

16-16-517. Districts and delegates -- Classes of members. (1) The organic rules may provide for the formation of geographic districts of patron members and: (a) for the conduct of patron member meetings by districts and the election of directors at the meetings; or (b) that distr…

16-16-601. Member's interest. A member's interest: (1) is personal property; (2) consists of: (a) governance rights; (b) financial rights; and (c) the right or obligation, if any, to do business with the limited cooperative association; and (3) may be in certificated or uncertifi…

16-16-602. Patron and investor members' interests. (1) Unless the organic rules establish investor members' interests, a member's interest is a patron member's interest. (2) Unless the organic rules otherwise provide, if a limited cooperative association has investor members, whi…

16-16-603. Transferability of member's interest. (1) The provisions of this chapter relating to the transferability of a member's interest are subject to Title 70A, Uniform Commercial Code. (2) Unless the organic rules otherwise provide, a member's interest other than financial r…