Title 16, Title 16: Corporations

16-16-701. Authority. In this part, "marketing contract" means a contract between a limited cooperative association and another person, that need not be a patron member: (1) requiring the other person to sell, or deliver for sale or marketing on the person's behalf, a specified p…

16-16-702. Marketing contracts. (1) If a marketing contract provides for the sale of products, commodities, or goods to a limited cooperative association, the sale transfers title to the association upon delivery or at any other specific time expressly provided by the contract. (…

16-16-703. Duration of marketing contract. The initial duration of a marketing contract may not exceed 10 years, but the contract may be self-renewing for additional periods not exceeding five years each. Unless the contract provides for another manner or time for termination, ei…

16-16-704. Remedies for breach of contract. (1) Damages to be paid to a limited cooperative association for breach or anticipatory repudiation of a marketing contract may be liquidated, but only at an amount or under a formula that is reasonable in light of the actual or anticipa…

16-16-801. Board of directors. (1) A limited cooperative association shall have a board of directors of at least three individuals, unless the association has fewer than three members. If the association has fewer than three members, the number of directors may not be fewer than …

16-16-802. No liability as director for limited cooperative association's obligations. A debt, obligation, or other liability of a limited cooperative association is solely that of the association and is not a debt, obligation, or liability of a director solely by reason of being…

16-16-803. Qualifications of directors. (1) Unless the organic rules otherwise provide, and subject to Subsection, each director of a limited cooperative association shall be an individual who is a member of the association or an individual who is designated by a member that is n…

16-16-804. Election of directors and composition of board. (1) Unless the organic rules require a greater number: the number of directors that shall be patron members may not be fewer than: one, if there are two or three directors; two, if there are four or five directors; three,…

16-16-805. Term of director. (1) Unless the organic rules otherwise provide, and subject to Subsectionsandand Subsection, the term of a director expires at the annual members meeting following the director's election or appointment. The term of a director may not exceed three yea…

16-16-806. Resignation of director. A director may resign at any time by giving notice in a record to the limited cooperative association. Unless the notice states a later effective date, a resignation is effective when the notice is received by the association.

16-16-807. Removal of director. Unless the organic rules otherwise provide, the following rules apply: (1) Members may remove a director with or without cause. (2) A member or members holding at least 10% of the total voting power entitled to be voted in the election of a directo…

16-16-808. Suspension of director by board. (1) A board of directors may suspend a director if, considering the director's course of conduct and the inadequacy of other available remedies, immediate suspension is necessary for the best interests of the association and the directo…

16-16-809. Vacancy on board. (1) Unless the organic rules otherwise provide, a vacancy on the board of directors shall be filled: within a reasonable time by majority vote of the remaining directors until the next annual members meeting or a special meeting of members called to f…

16-16-810. Remuneration of directors. Unless the organic rules otherwise provide, the board of directors may set the remuneration of directors and of nondirector committee members appointed under Subsection.

16-16-811. Meetings. (1) A board of directors shall meet at least annually and may hold meetings inside or outside this state. (2) Unless the organic rules otherwise provide, a board of directors may permit directors to attend or conduct board meetings through the use of any mean…

16-16-812. Action without meeting. (1) Unless prohibited by the organic rules, any action that may be taken by a board of directors may be taken without a meeting if each director consents in a record to the action. (2) Consent under Subsectionmay be withdrawn by a director in a …

16-16-813. Meetings and notice. (1) Unless the organic rules otherwise provide, a board of directors may establish a time, date, and place for regular board meetings, and notice of the time, date, place, or purpose of those meetings is not required. (2) Unless the organic rules o…

16-16-814. Waiver of notice of meeting. (1) Unless the organic rules otherwise provide, a director may waive any required notice of a meeting of the board of directors in a record before, during, or after the meeting. (2) Unless the organic rules otherwise provide, a director's p…

16-16-815. Quorum. (1) Unless the articles of organization provide for a greater number, a majority of the total number of directors specified by the organic rules constitutes a quorum for a meeting of the directors. (2) If a quorum of the board of directors is present at the beg…

16-16-816. Voting. (1) Each director shall have one vote for purposes of decisions made by the board of directors. (2) Unless the organic rules otherwise provide, the affirmative vote of a majority of directors present at a meeting is required for action by the board of directors…

16-16-817. Committees. (1) Unless the organic rules otherwise provide, a board of directors may create one or more committees and appoint one or more individuals to serve on a committee. (2) Unless the organic rules otherwise provide, an individual appointed to serve on a committ…

16-16-818. Standards of conduct and liability. Except as otherwise provided in Section: (1) the discharge of the duties of a director or member of a committee of the board of directors is governed by the law applicable to directors of entities organized under; and Title 3, Unifor…

16-16-819. Conflict of interest. (1) The law applicable to conflicts of interest between a director of an entity organized under, governs conflicts of interest between a limited cooperative association and a director or member of a committee of the board of directors. Title 3, Un…

16-16-820. Other considerations of directors. Unless the articles of organization otherwise provide, in considering the best interests of a limited cooperative association, a director of the association in discharging the duties of director, in conjunction with considering the lo…

16-16-821. Right of director or committee member to information. A director or a member of a committee appointed under Sectionmay obtain, inspect, and copy all information regarding the state of activities and financial condition of the limited cooperative association and other i…

16-16-822. Appointment and authority of officers. (1) A limited cooperative association has the officers: provided in the organic rules; or established by the board of directors in a manner not inconsistent with the organic rules. (2) The organic rules may designate or, if the ru…

16-16-823. Resignation and removal of officers. (1) The board of directors may remove an officer at any time with or without cause. (2) An officer of a limited cooperative association may resign at any time by giving notice in a record to the association. Unless the notice specif…

16-16-901. Indemnification. (1) Indemnification of an individual who has incurred liability or is a party, or is threatened to be made a party, to litigation because of the performance of a duty to, or activity on behalf of, a limited cooperative association is governed by. Title…

16-17-101. Title. This chapter is known as the "Model Registered Agents Act."

16-17-102. Definitions. In this chapter: (1) "Appointment of agent" means a statement appointing an agent for service of process filed by: a domestic or foreign unincorporated nonprofit association under Section; or 16-17-204 a domestic entity that is not a filing entity or a non…

16-17-201. Fees. Unless otherwise provided by statute, the division shall charge and collect fees for services as provided in Section.

16-17-202. Addresses in filings. Whenever a provision of this chapter other than Subsectionrequires that a filing state an address, the filing shall state: (1) an actual street address or rural route box number in this state; and (2) a mailing address in this state, if different …

16-17-203. Appointment of registered agent. (1) A registered agent filing shall state: the name of the represented entity's commercial registered agent; or if the entity does not have a commercial registered agent: the name and address of the entity's noncommercial registered age…

16-17-204. Listing of commercial registered agent. (1) An individual or a domestic or foreign entity may become listed as a commercial registered agent by filing with the division a commercial registered agent listing statement signed by or on behalf of the person which states: t…

16-17-205. Termination of listing of commercial registered agent. (1) A commercial registered agent may terminate its listing as a commercial registered agent by filing with the division a commercial registered agent termination statement signed by or on behalf of the agent which…

16-17-206. Change of registered agent by entity. (1) A represented entity may change the information currently on file under Subsectionby filing with the division a statement of change signed on behalf of the entity which states: 16-17-203(1) the name of the entity; and the infor…

16-17-207. Change of name or address by noncommercial registered agent. (1) If a noncommercial registered agent changes its name or its address as currently in effect with respect to a represented entity pursuant to Subsection, the agent shall file with the division, with respect…

16-17-208. Change of name, address, or type of organization by commercial registered agent. (1) If a commercial registered agent changes its name, its address as currently listed under Subsection, or its type or jurisdiction of organization, the agent shall file with the division…

16-17-209. Resignation of registered agent. (1) A registered agent may resign at any time with respect to a represented entity by filing with the division a statement of resignation signed by or on behalf of the agent which states: the name of the entity; the name of the agent; t…

16-17-210. Appointment of agent by nonfiling or nonqualified foreign entity. (1) A domestic entity that is not a filing entity or a nonqualified foreign entity may file with the division a statement appointing an agent for service of process signed on behalf of the entity which s…

16-17-301. Service of process on entities. (1) A registered agent is an agent of the represented entity authorized to receive service of any process, notice, or demand required or permitted by law to be served on the entity. (2) If an entity that previously filed a registered age…

16-17-302. Duties of registered agent. The only duties under this chapter of a registered agent that has complied with this chapter are: (1) to forward to the represented entity at the address most recently supplied to the agent by the entity any process, notice, or demand that i…

16-17-401. Jurisdiction and venue. The appointment or maintenance in this state of a registered agent does not by itself create the basis for personal jurisdiction over the represented entity in this state. The address of the agent does not determine venue in an action or proceed…

16-17-402. Consistency of application. In applying and construing this chapter, consideration shall be given to the need to promote consistency of the law with respect to its subject matter among states that enact it.

16-17-403. Relation to Electronic Signatures in Global and National Commerce Act. This chapter modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001, et seq., but does not modify, limit, or supersede Section…

16-17-404. Savings clause. This chapter does not affect an action or proceeding commenced or right accrued before the effective date of this chapter.