16-10a-801. Requirement for and duties of board of directors. (1) Except as provided in Section 16-10a-732, each corporation shall have a board of directors. (2) All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board of directors, subject […]
16-10a-803. Number and election of directors. (1) (a) Except as provided in Subsection (1)(b), a corporation’s board of directors shall consist of a minimum of three individuals. (b) (i) Before any shares are issued, a corporation’s board of directors may consist of one or more individuals. (ii) After shares are issued and for as long […]
16-10a-804. Election of directors by certain classes of shareholders. If the articles of incorporation authorize dividing the shares into classes or series, the articles of incorporation may also authorize the election of all or a specified number or portion of directors by the holders of one or more authorized classes or series of shares. A […]
16-10a-808. Removal of directors by shareholders. (1) The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause. (2) If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in […]
16-10a-820. Meetings. (1) The board of directors may hold regular or special meetings in or out of this state. (2) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use […]
16-10a-821. Action without meeting. (1) Unless the articles of incorporation, bylaws, or this chapter provide otherwise, action required or permitted by this chapter to be taken at a board of directors’ meeting may be taken without a meeting if all members of the board consent to the action in writing. (2) (a) Action is taken […]
16-10a-822. Notice of meeting. (1) Unless the articles of incorporation, bylaws, or this chapter provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place, or purposes of the meeting. (2) Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings […]
16-10a-823. Waiver of notice. (1) A director may waive any notice of a meeting before or after the date and time of the meeting stated in the notice. Except as provided by Subsection (2), the waiver shall be in writing and signed by the director entitled to the notice. The waiver shall be delivered to […]
16-10a-824. Quorum and voting. (1) Unless the articles of incorporation or bylaws require a greater number, or, as permitted in Subsection (2), a lower number, a quorum of a board of directors consists of: (a) a majority of the fixed number of directors if the corporation has a fixed board size; or (b) a majority […]
16-10a-825. Committees. (1) Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees and appoint members of the board of directors to serve on them. Each committee shall have two or more members, who serve at the pleasure of the board of directors. (2) The creation […]
16-10a-830. Required officers. (1) A corporation shall have the officers designated in its bylaws or by the board of directors in a manner not inconsistent with the bylaws. Any officer shall be a natural person. (2) Officers may be appointed by the board of directors or in any other manner as the board of directors […]
16-10a-831. Duties of officers. Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent not inconsistent with the bylaws, the duties prescribed by the board of directors or by an officer authorized by the board of directors to prescribe the duties of other officers. Enacted by […]
16-10a-832. Resignation and removal of officers. (1) An officer may resign at any time by giving written notice of the resignation to the corporation. (2) A resignation of an officer is effective when the notice is received by the corporation, unless the notice specifies a later effective date. (3) If a resignation is made effective […]
16-10a-833. Contract rights with respect to officers. (1) The appointment of an officer does not itself create contract rights. (2) An officer’s removal does not affect the officer’s contract rights, if any, with the corporation. An officer’s resignation does not affect the corporation’s contract rights, if any, with the officer. Enacted by Chapter 277, 1992 […]
Effective 5/9/2017 16-10a-840. General standards of conduct for directors and officers. (1) Each director shall discharge the director’s duties as a director, including duties as a member of a committee, and each officer with discretionary authority shall discharge the officer’s duties under that authority: (a) in good faith; (b) with the care an ordinarily prudent […]
16-10a-841. Limitation of liability of directors. (1) Without limiting the generality of Subsection 16-10a-840(4), if so provided in the articles of incorporation or in the bylaws or a resolution to the extent permitted in Subsection (3), a corporation may eliminate or limit the liability of a director to the corporation or to its shareholders for […]
16-10a-842. Liability of directors for unlawful distributions. (1) A director who votes for or assents to a distribution made in violation of Section 16-10a-640 or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating Section 16-10a-640 or the articles […]
16-10a-850. Definitions relating to conflicting interest transactions. As used in Sections 16-10a-850 through 16-10a-853: (1) “Conflicting interest” with respect to a corporation means the interest a director has respecting a transaction effected or proposed to be effected by the corporation or by any entity in which the corporation has a controlling interest if: (a) whether […]
16-10a-851. Judicial action. (1) A transaction effected or proposed to be effected by a corporation or by any entity controlled by the corporation that is not a director’s conflicting interest transaction may not be enjoined, be set aside, or give rise to an award of damages or other sanctions, in a proceeding by a shareholder […]
16-10a-852. Directors’ action. (1) Directors’ action respecting a transaction is taken for purposes of Subsection 16-10a-851(2)(a) if the transaction received the affirmative vote of a majority of those qualified directors on the board of directors or on a duly empowered committee of the board who voted on the transaction after either required disclosure to them, […]
