Title 16, Business Entities

16-6a-1609. Interrogatories by division. (1)(a) The division may give interrogatories reasonably necessary to ascertain whether a nonprofit corporation has complied with the provisions of this chapter applicable to the nonprofit corporation to: (i) any domestic or foreign nonprof…

16-6a-1610. Scope of a member's right to inspect or receive copies. Notwithstanding the other provisions of this part, unless otherwise provided in the bylaws, a right of a member to inspect or receive information from a nonprofit corporation that is created by this part applies …

16-6a-1701. Application to existing domestic nonprofit corporations -- Reports of domestic and foreign nonprofit corporation. (1) Except as otherwise provided in Section 16-6a-1704, this chapter applies to domestic nonprofit corporations as follows: (a) domestic nonprofit corpora…

16-6a-1702. Application to foreign nonprofit corporations. (1) A foreign nonprofit corporation authorized to conduct affairs in this state on April 30, 2001, is subject to this chapter, but is not required to obtain a new certificate of authority to conduct affairs under this cha…

16-6a-1703. Nonapplicability of chapter. This chapter does not apply to: (1) corporations sole, except with respect to mergers and consolidations; or (2) domestic or foreign nonprofit corporations governed by Title 3, Chapter 1, General Provisions Relating to Agricultural Coopera…

16-6a-1704. Saving provisions. (1)(a) Except as provided in Subsection (2), the repeal of any statute by this act does not affect: (i) the operation of the statute or any action taken under it before its repeal; (ii) any ratification, right, remedy, privilege, obligation, or liab…

16-6a-1705. Severability clause. If any provision of this act, or the application of any provision to any person or circumstance, is held invalid, the remainder of this act is given effect without the invalid provision or application.

16-6a-201. Incorporators. (1) One or more persons may act as incorporators of a nonprofit corporation by delivering to the division for filing articles of incorporation meeting the requirements of Section 16-6a-202. (2) An incorporator who is a natural person shall be 18 years of…

16-6a-202. Articles of incorporation. (1) The articles of incorporation shall set forth: (a) one or more purposes for which the nonprofit corporation is organized; (b) a corporate name for the nonprofit corporation that satisfies the requirements of Section 16-1a-302; (c) the inf…

16-6a-203. Incorporation -- Required filings. (1) A nonprofit corporation is incorporated, and its corporate existence begins: (a) when the articles of incorporation are filed by the division; or (b) if a delayed effective date is specified as described in Section 16-1a-204, on t…

16-6a-204. Liability for preincorporation transactions. All persons purporting to act as or on behalf of a nonprofit corporation, knowing there is no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting.

16-6a-205. Organization of the nonprofit corporation. (1) After incorporation: (a) if initial directors are named in the articles of incorporation, the initial directors may hold an organizational meeting, at the call of a majority of the initial directors, to complete the organi…

16-6a-206. Bylaws. (1)(a) The board of directors of a nonprofit corporation may adopt initial bylaws for the nonprofit corporation. (b) If no directors of the nonprofit corporation have been elected, the incorporators may adopt initial bylaws for the nonprofit corporation. (c) If…

16-6a-207. Incorporation of cooperative association. (1)(a) If a cooperative association meets the requirements of Subsection (1)(b), it may: (i) be incorporated under this chapter; and (ii) use the word "cooperative" as part of its corporate or business name. (b) A cooperative a…

16-6a-301. Purposes. (1) Every nonprofit corporation incorporated under this chapter that in its articles of incorporation has a statement meeting the requirements of Subsection 16-6a-202(3)(a) may engage in any lawful activity except for express limitations set forth in the arti…

16-6a-302. General powers. Unless its articles of incorporation provide otherwise, and except as restricted by the Utah Constitution, every nonprofit corporation has: (1) perpetual duration and succession in its corporate name; and (2) the same powers as an individual to do all t…

16-6a-303. Emergency powers. (1) In anticipation of or during an emergency defined in Subsection (4), the board of directors may: (a) modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; (b) adopt bylaws to be effective only in an…

16-6a-304. Ultra vires. (1) Except as provided in Subsection (2), the validity of corporate action may not be challenged on the ground that the nonprofit corporation lacks or lacked power to act. (2) A nonprofit corporation's power to act may be challenged: (a) in a proceeding ag…

16-6a-403. Corporate name -- Limited rights. The authorization granted by the division to file articles of incorporation under a corporate name or to reserve a name does not: (1) abrogate or limit the law governing unfair competition or unfair trade practices; (2) derogate from t…

16-6a-601. No requirement of members. A nonprofit corporation is not required to have members.

16-6a-602. Number and classes. (1) A nonprofit corporation may have: (a) one or more classes of voting or nonvoting members; and (b) one or more members in each class described in Subsection (1)(a). (2) The bylaws may designate: (a) the class or classes of members; and (b) the qu…

16-6a-603. Admission. (1) The bylaws may establish: (a) criteria or procedures for admission of members; and (b) the procedure for replacing: (i) a member; or (ii) a membership interest. (2) A person may not be admitted as a member without the person's consent.

16-6a-604. Consideration. Unless otherwise provided by the bylaws, a nonprofit corporation may admit members: (1) for no consideration; or (2) for such consideration as is determined by the board of directors.

16-6a-605. Differences in rights and obligations of members. Unless otherwise provided by this chapter or the bylaws: (1) all voting members shall have the same rights and obligations with respect to voting and all other matters that this chapter specifically reserves to voting m…

16-6a-606. Transfers. (1) Except as provided in Subsection (3), and unless otherwise provided in the articles of incorporation or the bylaws, a member of a nonprofit corporation may not transfer: (a) a membership; or (b) any right arising from a membership. (2) Except as provided…

16-6a-607. Creditor's action against member. A proceeding may not be brought by a creditor to reach the liability, if any, of a member to the nonprofit corporation unless: (1)(a) final judgment has been rendered in favor of the creditor against the nonprofit corporation; and (b) …

16-6a-608. Resignation. (1) Unless otherwise provided by the bylaws, a member may resign at any time. (2) The resignation of a member does not relieve the member from any obligation or commitment the member may have to the nonprofit corporation incurred or made prior to resignati…

16-6a-609. Termination, expulsion, or suspension. (1) Unless otherwise provided by the bylaws, except pursuant to a procedure that is fair and reasonable: (a) a member of a nonprofit corporation may not be expelled or suspended; and (b) membership in a nonprofit corporation may n…

16-6a-610. Purchase of memberships. (1) Unless otherwise provided in the articles of incorporation or the bylaws, a nonprofit corporation may not purchase the membership of a member: (a) who resigns; or (b) whose membership is terminated. (2)(a) If so authorized, a nonprofit corp…

16-6a-611. Property rights. (1) A member has no right relating to management, control, purpose, or duration of the nonprofit corporation, except as provided by: (a) the articles of incorporation or the bylaws of a mutual benefit corporation; or (b) other applicable law. (2) Unles…

16-6a-612. Derivative suits. (1) Without affecting the right of a member or director to bring a proceeding against a nonprofit corporation or its directors or officers, a proceeding may be brought in the right of a nonprofit corporation to procure a judgment in its favor by a com…

16-6a-613. Delegates. (1) A nonprofit corporation may provide in its bylaws for delegates having some or all of the authority of members. (2) The bylaws may set forth provisions relating to: (a) the characteristics, qualifications, rights, limitations, and obligations of delegate…

16-6a-701. Annual and regular meetings. (1) Unless the bylaws eliminate the requirement for holding an annual meeting, a nonprofit corporation that has voting members shall hold a meeting of the voting members annually: (a) at a time and date stated in or fixed in accordance with…

16-6a-702. Special meetings. (1) A nonprofit corporation shall hold a special meeting of its members: (a) on call of: (i) its board of directors; or (ii) the person or persons authorized by the bylaws or resolution of the board of directors to call a special meeting; or (b) unles…

16-6a-703. Court-ordered meeting. (1)(a) A voting member entitled to participate in an annual meeting may petition a court with jurisdiction under Title 78A, Judiciary and Judicial Administration, if an annual meeting was required to be held and was not held within 15 months afte…

16-6a-704. Notice of meeting. (1) A nonprofit corporation shall give to each member entitled to vote at the meeting notice consistent with its bylaws of meetings of members in a fair and reasonable manner. (2) Any notice that conforms to the requirements of Subsection (3) is fair…

16-6a-705. Waiver of notice. (1)(a) A member may waive any notice required by this chapter or by the bylaws, whether before or after the date or time stated in the notice as the date or time when any action will occur or has occurred. (b) A waiver described in Subsection (1) shal…

16-6a-706. Record date -- Determining members entitled to notice and vote. (1)(a) The bylaws may fix or provide the manner of fixing a date as the record date for determining the members entitled to notice of a members' meeting. (b) If the bylaws do not fix or provide for fixing …

16-6a-707. Action without meeting. (1) Unless otherwise provided in the articles of incorporation and Subsection (5), and subject to the limitations of Subsection 16-6a-1704(3), any action that may be taken at any annual or special meeting of members may be taken without a meetin…

16-6a-708. Meetings by telecommunication. (1) Unless otherwise provided in the bylaws, any or all of the members may participate in an annual, regular, or special meeting of the members by, or the meeting may be conducted through the use of, any means of communication by which al…

16-6a-709. Action by written ballot. (1) Unless otherwise provided by the bylaws, any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the nonprofit corporation delivers a written ballot to every member entitled to v…

16-6a-710. Members' list for meeting and action by written ballot. (1)(a) Unless otherwise provided by the bylaws, after fixing a record date for a notice of a meeting or for determining the members entitled to take action by written ballot, a nonprofit corporation shall prepare …

16-6a-711. Voting entitlement generally. (1) Unless otherwise provided by the bylaws: (a) only voting members may vote with respect to any matter required or permitted under this chapter to be submitted to a vote of the members; (b) all references in this chapter to votes of or v…

16-6a-712. Proxies. (1) Unless otherwise provided by the bylaws, a member entitled to vote may vote or otherwise act in person or by proxy. (2) Without limiting the manner in which a member may appoint a proxy to vote or otherwise act for the member, Subsections (2)(a) and (b) co…

16-6a-713. Nonprofit corporation's acceptance of votes. (1) If the name signed on any of the following corresponds to the name of a member, the nonprofit corporation, if acting in good faith, may accept and give the following effect as the act of the member: (a) a vote; (b) a con…

16-6a-714. Quorum and voting requirements for voting groups. (1)(a) Members entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those members exists with respect to that matter. (b) Unless otherwise provided in this chapter or …