16-6a-701. Annual and regular meetings. (1) Unless the bylaws eliminate the requirement for holding an annual meeting, a nonprofit corporation that has voting members shall hold a meeting of the voting members annually: (a) at a time and date stated in or fixed in accordance with the bylaws; or (b) if a time and date […]
16-6a-702. Special meetings. (1) A nonprofit corporation shall hold a special meeting of its members: (a) on call of: (i) its board of directors; or (ii) the person or persons authorized by the bylaws or resolution of the board of directors to call a special meeting; or (b) unless otherwise provided by the bylaws, if […]
16-6a-703. Court-ordered meeting. (1) (a) Upon an application described in Subsection (1)(b) the holding of a meeting of the members may be summarily ordered by: (i) the district court of the county in this state where the nonprofit corporation’s principal office is located; or (ii) if the nonprofit corporation has no principal office in this […]
16-6a-704. Notice of meeting. (1) A nonprofit corporation shall give to each member entitled to vote at the meeting notice consistent with its bylaws of meetings of members in a fair and reasonable manner. (2) Any notice that conforms to the requirements of Subsection (3) is fair and reasonable, but other means of giving notice […]
Effective 5/12/2015 16-6a-705. Waiver of notice. (1) (a) A member may waive any notice required by this chapter or by the bylaws, whether before or after the date or time stated in the notice as the date or time when any action will occur or has occurred. (b) A waiver described in Subsection (1) shall […]
16-6a-706. Record date — Determining members entitled to notice and vote. (1) (a) The bylaws may fix or provide the manner of fixing a date as the record date for determining the members entitled to notice of a members’ meeting. (b) If the bylaws do not fix or provide for fixing a record date described […]
Effective 5/12/2015 16-6a-707. Action without meeting. (1) Unless otherwise provided in the articles of incorporation and Subsection (5), and subject to the limitations of Subsection 16-6a-1704(3), any action that may be taken at any annual or special meeting of members may be taken without a meeting and without prior notice, if one or more consents […]
16-6a-708. Meetings by telecommunication. (1) Unless otherwise provided in the bylaws, any or all of the members may participate in an annual, regular, or special meeting of the members by, or the meeting may be conducted through the use of, any means of communication by which all persons participating in the meeting may hear each […]
16-6a-709. Action by written ballot. (1) Unless otherwise provided by the bylaws, any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the nonprofit corporation delivers a written ballot to every member entitled to vote on the matter. (2) A written ballot described […]
16-6a-710. Members’ list for meeting and action by written ballot. (1) (a) Unless otherwise provided by the bylaws, after fixing a record date for a notice of a meeting or for determining the members entitled to take action by written ballot, a nonprofit corporation shall prepare a list of the names of all its members […]
Effective 5/12/2015 16-6a-711. Voting entitlement generally. (1) Unless otherwise provided by the bylaws: (a) only voting members may vote with respect to any matter required or permitted under this chapter to be submitted to a vote of the members; (b) all references in this chapter to votes of or voting by the members permit voting […]
Effective 5/12/2015 16-6a-712. Proxies. (1) Unless otherwise provided by the bylaws, a member entitled to vote may vote or otherwise act in person or by proxy. (2) Without limiting the manner in which a member may appoint a proxy to vote or otherwise act for the member, Subsections (2)(a) and (b) constitute valid means of […]
16-6a-713. Nonprofit corporation’s acceptance of votes. (1) If the name signed on any of the following corresponds to the name of a member, the nonprofit corporation, if acting in good faith, may accept and give the following effect as the act of the member: (a) a vote; (b) a consent; (c) a written ballot; (d) […]
16-6a-714. Quorum and voting requirements for voting groups. (1) (a) Members entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those members exists with respect to that matter. (b) Unless otherwise provided in this chapter or in accordance with Section 16-6a-716, at […]
16-6a-715. Action by single and multiple voting groups. (1) If this chapter or the bylaws 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 16-6a-714. (2) (a) If this chapter or the bylaws provide for voting […]
16-6a-716. Greater quorum or voting requirements. (1) The articles of incorporation or bylaws may provide for a greater: (a) quorum requirement for members or voting groups than is provided for by this chapter; or (b) voting requirement for members or voting groups than is provided by this chapter. (2) An amendment to the articles of […]
16-6a-717. Voting for directors — Cumulative voting. (1) If the bylaws provide for cumulative voting for directors by the voting members, voting members may cumulatively vote, by: (a) multiplying the number of votes the voting members are entitled to cast by the number of directors for whom they are entitled to vote; and (b) (i) […]
16-6a-718. Voting agreements. (1) Two or more members may provide for the manner in which they will vote by signing an agreement for that purpose. (2) A voting agreement created under this section is specifically enforceable. Enacted by Chapter 300, 2000 General Session
