Section 12 – Meetings.
3-1-12. Meetings. Within 90 days after the incorporation of an association the members thereof shall hold an organization meeting at a time and place fixed by the temporary board of directors. Not less than 10 days’ written notice thereof shall be given to each member. An association may provide in its bylaws for one or […]
Section 16.1 – Resignation of officers.
3-1-16.1. Resignation of officers. (1) An officer may resign by giving written notice of the resignation to the association. (2) A resignation of an officer is effective when the notice is received by the association, unless the notice specifies a future effective date. (3) If a resignation is to be effective as of a future […]
Section 12.1 – Quorum — Voting.
3-1-12.1. Quorum — Voting. (1) The bylaws of the association shall prescribe the number of members or shareholders which constitutes a quorum. (2) Where a quorum was initially present at a meeting, a majority vote of the votes entitled to be cast shall be necessary for the adoption of any matter on which a vote […]
Section 17 – Contracts with association.
3-1-17. Contracts with association. (1) (a) The bylaws may require members to execute contracts with the association in which the members agree to patronize the facilities created by the association, and to sell all or a specified part of their products to or through it, or to buy all or a specified part of their […]
Section 12.2 – Waiver of notice.
3-1-12.2. Waiver of notice. (1) A written waiver of notice signed at any time by the member waives the notice requirement under this chapter, the articles of incorporation, or the bylaws. (2) A member’s attendance at a meeting waives an objection to lack of notice unless the member at the beginning of the meeting objects […]
Section 13 – Directors.
3-1-13. Directors. (1) (a) (i) Except as provided in Subsection (1)(c), the business of the association shall be managed by a board of not less than three directors. (ii) At least two-thirds of the directors shall be members of the association, or officers, directors, or members of a member association. (b) A director shall hold […]
Section 13.1 – Limitation of personal liability of officers and directors.
3-1-13.1. Limitation of personal liability of officers and directors. (1) The articles of incorporation may include a provision eliminating or limiting the personal liability of a director or an officer to the association or its members for monetary damages for breach of fiduciary duty, but the provision may not eliminate or limit the liability of […]
Section 13.2 – Place and notice of directors’ meetings — Action without meeting — Meetings by telephone conference calls.
3-1-13.2. Place and notice of directors’ meetings — Action without meeting — Meetings by telephone conference calls. (1) Regular or special meetings of the board of directors may be held either within or without this state. (2) Regular meetings of the board of directors may be held with or without notice as prescribed in the […]
Section 13.3 – General standards of conduct for directors and officers.
3-1-13.3. General standards of conduct for directors and officers. (1) A director shall perform his duties as a director, and as a member of a committee, and each officer with discretionary authority shall perform his duties under that authority: (a) in good faith; (b) with the care an ordinarily prudent person in a similar position […]
Section 13.4 – Indemnification of officers, directors, employees, fiduciaries, and agents.
3-1-13.4. Indemnification of officers, directors, employees, fiduciaries, and agents. (1) The association shall have the same powers, rights, and obligations and shall be subject to the same liabilities as apply to corporations for profit as set forth in Sections 16-10a-901 through 16-10a-909. (2) (a) Association directors, officers, employees, fiduciaries, and agents shall have the same […]