Title 16, Business Entities

16-6a-717. Voting for directors -- Cumulative voting. (1) If the bylaws provide for cumulative voting for directors by the voting members, voting members may cumulatively vote, by: (a) multiplying the number of votes the voting members are entitled to cast by the number of direct…

16-6a-718. Voting agreements. (1) Two or more members may provide for the manner in which they will vote by signing an agreement for that purpose. (2) A voting agreement created under this section is specifically enforceable.

16-6a-801. Requirement for board of directors. (1) A nonprofit corporation shall have a board of directors. (2)(a) Except as may otherwise be provided in this chapter, including Subsection (2)(b), all corporate powers shall be exercised by or under the authority of, and the busin…

16-6a-802. Qualifications of directors. (1) A director shall be: (a) a natural person; and (b) 18 years of age or older. (2) The bylaws may prescribe other qualifications for directors in addition to the requirements under Subsection (1). (3) A director need not be a resident of …

16-6a-803. Number of directors. (1) A board of directors shall consist of three or more directors, with the number specified in, or fixed in accordance with, the bylaws. (2)(a) The bylaws may establish, or permit the voting members or the board of directors to establish, a range …

16-6a-804. Election, appointment, and designation of directors. (1)(a) All directors except the initial directors shall be elected, appointed, or designated as provided in the bylaws. (b) If no method of election, appointment, or designation is set forth in the bylaws, the direct…

16-6a-805. Terms of directors generally. (1)(a) The bylaws may specify the terms of directors. (b) In the absence of any term specified in the bylaws, the term of each director shall be one year. (c) Unless otherwise provided in the bylaws, directors may be elected for successive…

16-6a-806. Staggered terms for directors. (1) The bylaws may provide for staggering the terms of directors by dividing the total number of directors into any number of groups. (2) The terms of office of the several groups permitted under Subsection (1) need not be uniform.

16-6a-807. Resignation of directors. (1) A director may resign at any time by giving written notice of resignation to the board's chair, the nonprofit corporation's secretary, or as otherwise provided in the bylaws. (2) A resignation of a director is effective when the notice is …

16-6a-808. Removal of directors. (1) Directors elected by voting members or directors may be removed as provided in Subsections (1)(a) through (f). (a) The voting members may remove one or more directors elected by them with or without cause unless the bylaws provide that directo…

16-6a-809. Removal of directors by judicial proceeding. (1)(a) A court may remove a director, in an action brought by the nonprofit corporation or by voting members holding at least 10% of the votes entitled to be cast in the election of the director's successor, if the court fin…

16-6a-810. Vacancy on board. (1) Unless otherwise provided in the bylaws, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors: (a) the voting members, if any, may fill the vacancy; (b) the board of directors may f…

16-6a-811. Compensation of directors. Unless otherwise provided in the bylaws, the board of directors may authorize and fix the compensation of directors.

16-6a-812. Meetings. (1) Unless the bylaws eliminate the requirement for holding an annual meeting, a nonprofit corporation that does not have voting members shall hold a meeting of the directors annually: (a) at a time and date stated in or fixed in accordance with the bylaws; o…

16-6a-813. Action without meeting. (1)(a) Unless otherwise provided in the bylaws, any 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 the action in writing. (b) Action…

16-6a-814. Notice of meeting. (1)(a) A nonprofit corporation shall give to each director entitled to vote at an annual meeting notice of the annual meeting consistent with the nonprofit corporation's bylaws in a fair and reasonable manner. (b) Any notice that conforms to the requ…

16-6a-815. Waiver of notice. (1)(a) A director may waive any notice of a meeting before or after the time and date of the meeting stated in the notice. (b) Except as provided by Subsection (2), the waiver shall be: (i) in writing; (ii) signed by the director entitled to the notic…

16-6a-816. Quorum and voting. (1) Unless a greater or lesser number is required by the bylaws, a quorum of a board of directors consists of a majority of the number of directors in office immediately before the meeting begins. (2) The bylaws may authorize a quorum of a board of d…

16-6a-817. Committees of the board. (1) Unless otherwise provided in the bylaws, the board of directors may: (a) create one or more committees of the board; and (b) appoint two or more directors to serve on the committees created under Subsection (1)(a). (2) Unless otherwise prov…

16-6a-818. Officers. (1)(a) A nonprofit corporation shall have the officers designated: (i) in its bylaws; or (ii) by the board of directors in a manner not inconsistent with the bylaws. (b) An officer shall be: (i) a natural person; and (ii) 18 years of age or older. (c) An offi…

16-6a-819. Duties of officers. Each officer shall have the authority and shall perform the duties set forth with respect to the office: (1) in the bylaws; or (2) to the extent not inconsistent with the bylaws, prescribed with respect to the office by: (a) the board of directors; …

16-6a-820. Resignation and removal of officers. (1) An officer may resign at any time by giving written notice of resignation to the nonprofit corporation. (2) A resignation of an officer is effective when the notice is received by the nonprofit corporation unless the notice spec…

16-6a-821. Contract rights with respect to officers. (1) The appointment of an officer does not itself create contract rights. (2)(a) An officer's removal does not affect the officer's contract rights, if any, with the nonprofit corporation. (b) An officer's resignation does not …

16-6a-822. General standards of conduct for directors and officers. (1)(a) A director shall discharge the director's duties as a director, including the director's duties as a member of a committee of the board, in accordance with Subsection (2). (b) An officer with discretionary…

16-6a-823. Limitation of liability of directors. (1)(a) Except as provided in Subsection (1)(b), a nonprofit corporation may eliminate or limit the liability of a director to the nonprofit corporation or to its members for monetary damages for any action taken or any failure to t…

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…

16-6a-825. Conflicting interest transaction. (1) As used in this section, "conflicting interest transaction" means a contract, transaction, or other financial relationship between a nonprofit corporation and: (a) a director of the nonprofit corporation; (b) a party related to a d…

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, …

16-6a-901. Indemnification definitions. As used in this part: (1)(a) "Director" means an individual who: (i) is or was a director of a nonprofit corporation; or (ii) while a director of a nonprofit corporation at the nonprofit corporation's request, is or was serving as a directo…

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…

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 whic…

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 corporat…

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 pr…

16-6a-906. Determination and authorization of indemnification of directors. (1)(a) A nonprofit corporation may not indemnify a director under Section 16-6a-902 unless authorized in the specific case after a determination has been made that indemnification of the director is permi…

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 un…

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, f…

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 thi…

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 …