Title 16, Title 16: Corporations

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…

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 Subsectionsand, the organic rules of a limited cooperative association may be amended only at a members meeting. An amendment may be proposed by either: 16-16-401(1) 16-16-405(6) a majority of t…

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

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…

16-16-407. 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; or Part 16, Conversion and Merger (3) with the consent of all the members.

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: as provided in the organic rules; by a majority vote of the board of directors on a proposal stating the purpose of the meeting; by demand in a record signed by members holding at least 20…

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, each patron member has one vote. The organic rules may allocate voting power among patron members as provided in Subsection.

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: one member, one vote; use or patronage; equity; or if a patron member is a cooperative, the numbe…

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: the total voting power of all patron members may not be less than a majority of the entire voting power entitled to vote; and acti…

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

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: for the conduct of patron member meetings by districts and the election of directors at the meetings; or that districts may…

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