16-10a-701. Annual meeting. (1) A corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws. (2) Annual shareholders’ meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated […]
16-10a-702. Special meeting. (1) A corporation shall hold a special meeting of shareholders: (a) on call of its board of directors or the person or persons authorized by the bylaws to call a special meeting; or (b) if the holders of shares representing at least 10% of all the votes entitled to be cast on […]
16-10a-704. Action without meeting. (1) (a) Unless otherwise provided in the articles of incorporation, and subject to the limitations of Subsection 16-10a-1704(4), any action that may be taken at an annual or special meeting of shareholders may be taken without a meeting and without prior notice, if one or more consents in writing, setting forth […]
16-10a-705. Notice of meeting. (1) A corporation shall give notice to shareholders of the date, time, and place of each annual and special shareholders’ meeting no fewer than 10 nor more than 60 days before the meeting date. Unless this chapter or the articles of incorporation require otherwise, the corporation is required to give notice […]
16-10a-706. Waiver of notice. (1) A shareholder may waive any notice required by this chapter, the articles of incorporation, or the bylaws before or after the date and time stated in the notice as the date or time when any action will occur or has occurred. The waiver shall be in writing, be signed by […]
16-10a-707. Record date. (1) The bylaws may fix or provide the manner of fixing the record date for one or more voting groups in order to determine the shareholders entitled to be given notice of a shareholders’ meeting, to determine shareholders entitled to take action without a meeting, to demand a special meeting, to vote, […]
16-10a-720. Shareholders’ list for meeting. (1) After fixing a record date for a shareholders’ meeting, a corporation shall prepare a list of the names of all its shareholders who are entitled to be given notice of the meeting. The list shall be arranged by voting group, and within each voting group by class or series […]
16-10a-721. Voting entitlement of shares. (1) Except as otherwise provided in Subsections (2) and (4), in Section 61-6-10, or in the articles of incorporation, each outstanding share, regardless of class, is entitled to one vote, and each fractional share is entitled to a corresponding fractional vote, on each matter voted on at a shareholders’ meeting. […]
16-10a-722. Proxies. (1) A shareholder may vote his shares in person or by proxy. (2) A shareholder, his agent, or attorney-in-fact, may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form or by an electronic transmission. An electronic transmission shall contain or be accompanied by information that indicates […]
16-10a-723. Shares held by nominees. (1) A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure. (2) The procedure described in Subsection (1) may […]
16-10a-724. Corporation’s acceptance of votes. (1) If the name signed on a vote, consent, waiver, proxy appointment, or proxy appointment revocation corresponds to the name of a shareholder, the corporation, if acting in good faith, is entitled to accept the vote, consent, waiver, proxy appointment, or proxy appointment revocation and give it effect as the […]
16-10a-725. Quorum and voting requirements for voting groups. (1) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or this chapter provide otherwise, a majority of the votes […]
16-10a-726. Action by single and multiple voting groups. (1) If the articles of incorporation or this chapter provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in Section 16-10a-725. (2) If the articles of incorporation or this chapter […]
16-10a-727. Greater quorum or voting requirements. (1) The articles of incorporation may provide for a greater quorum or voting requirement for shareholders, or voting groups of shareholders, than is provided for by this chapter. (2) An amendment to the articles of incorporation that changes or deletes a greater quorum or voting requirement shall meet the […]
16-10a-728. Voting for directors — Cumulative voting. (1) At each election of directors, unless otherwise provided in the articles of incorporation or this chapter, every shareholder entitled to vote at the election has the right to cast, in person or by proxy, all of the votes to which the shareholder’s shares are entitled for as […]
16-10a-730. Voting trusts. (1) One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust, and transferring to the trustee the shares with respect to which the trustee is to act. When a […]
16-10a-731. Voting agreements. (1) Two or more persons, one or more of whom are shareholders, may provide for the manner in which the shareholders will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to the provisions of Section 16-10a-730. (2) A voting agreement […]
16-10a-732. Shareholder agreements. (1) An agreement among the shareholders of a corporation that complies with this section is effective among the shareholders and the corporation even though it is inconsistent with one or more other provisions of this chapter in that it: (a) eliminates the board of directors or restricts the discretion or powers of […]
16-10a-740. Procedure in derivative proceedings. (1) As used in this section: (a) “derivative proceeding” means a civil suit in the right of: (i) a domestic corporation; or (ii) to the extent provided in Subsection (7), a foreign corporation; and (b) “shareholder” includes a beneficial owner whose shares are held: (i) in a voting trust; or […]
